Estimated Purchase Price Adjustment. (a) Not fewer than three Business Days prior to the Closing Date, Seller shall deliver, or cause to be delivered, to Purchaser (1) the Estimated Closing Balance Sheet, which shall be prepared in accordance with the Bank Accounting Principles and shall reflect the adjustments provided for in Exhibit 1, and shall set forth in reasonable detail the calculation of the Estimated Closing Tangible NAV and the Estimated Purchase Price, and (2) a certificate of Seller certifying that the Estimated Closing Balance Sheet has been prepared in accordance with this Agreement.
(b) As soon as practicable, but in no event more than 60 days following the Closing Date, Purchaser shall prepare, or cause to be prepared, and deliver, or cause to be delivered to Seller, (1) the Closing Balance Sheet, which shall be prepared in the same manner as the Reference Balance Sheet in accordance with the Bank Accounting Principles and with the adjustments provided for in Exhibit 1), and which shall set forth in reasonable detail the calculation of the Closing Tangible NAV, and (2) a certificate of Purchaser certifying that the Closing Balance Sheet has been prepared in accordance with this Agreement.
(c) Seller shall, within 45 days after the delivery by Purchaser to Seller of the Closing Balance Sheet, complete its review of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th day following delivery thereof, unless Seller determines that the Closing Balance Sheet has not been prepared on the basis set forth in this Agreement, that as a result the Closing Tangible NAV is in error by an amount greater than $50,000, and gives written notice of its disagreement with the Closing Balance Sheet (the “Seller’s Objection”) to Purchaser prior to such date. The Seller’s Objection shall (1) specify in reasonable detail the nature of each disagreement so asserted, (2) only include disagreements based on the Closing Tangible NAV set forth in the Closing Balance Sheet not being calculated, or the Closing Balance Sheet not being prepared, in each case in accordance with this Agreement, and (3) specify what Seller reasonably believes is the correct Closing Tangible NAV based on the disagreements set forth in such Seller’s Objection. If Seller delivers a Seller’s Objection, then the Closing Balance Sheet and the Closing Tangible NAV (as revised or adjusted in accordance with this sentence) shall become final and binding upon Purchaser and Seller...
Estimated Purchase Price Adjustment. 1.8.1 Not less than three (3) Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith estimate of the Closing Net Working Capital as of the Closing Time (the “Estimated Closing Net Working Capital Statement”), which shall set forth the Estimated Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Estimated Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded.
1.8.2 At the Closing, the Purchase Price shall be adjusted by an amount equal to (i) the Estimated Net Working Capital minus (ii) the Normalized Net Working Capital (the “Estimated Purchase Price Adjustment Amount”). If the Estimated Purchase Price Adjustment Amount is a negative number, then the payment made by Purchaser at the Closing shall be decreased by the absolute value of the Estimated Purchase Price Adjustment Amount and if the Estimated Purchase Price Adjustment Amount is a positive number, then the payment made by Purchaser at the Closing shall be increased by the Estimated Purchase Price Adjustment Amount.
Estimated Purchase Price Adjustment. At least five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s good faith estimate of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) (the “Estimated Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. In calculating the Closing Purchase Price pursuant to Section 2.5, the Base Purchase Price will be increased to reflect the Estimated Proration Adjustment Amount.
Estimated Purchase Price Adjustment. The amount, if any, required to be paid by ETE pursuant to Section 2.5(b), by wire transfer of immediately available funds to an account designated by the Regency Parties;
Estimated Purchase Price Adjustment. Five Business Days prior to the Closing, the Sellers shall deliver to Buyer the Sellers, reasonable, good faith estimate (the "Estimate") of the Closing Date Balance Sheet, the Closing Date Combined Net Asset Statement and Adjustment Statement. The Cash Purchase Price payable at Closing shall be adjusted as follows:
(i) If, pursuant to the Estimate, Closing Date Combined Net Assets exceed $63,000,000, the Cash Purchase Price payable at Closing shall be increased by such excess; or
(ii) If $63,000,000 exceeds Closing Date Combined Net Assets pursuant to the Estimate, the Cash Purchase Price payable at Closing shall be reduced by such excess.
Estimated Purchase Price Adjustment. (a) At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate executed by the Chief Financial Officer of Seller certifying (i) its good faith estimate of the Purchase Price setting forth, in reasonable detail, a good faith calculation, as of the Effective Time, of the amounts for each of the adjustments set forth in Section 3.2 (the “Estimated Purchase Price”) and (ii) an estimated balance sheet for the Business as of immediately prior to the Closing prepared on a basis consistent with the accounting methods, practices, policies, procedures and estimation methods used to prepare the Balance Sheet and including all of the entries contained in Schedule 3.4(a) (the “Estimated Balance Sheet”).
(b) Seller shall provide a reasonable level of supporting documentation for the Estimated Purchase Price and the Estimated Balance Sheet and any additional information reasonably requested by Buyer and related thereto.
Estimated Purchase Price Adjustment. The Sellers’ Representative has delivered to the Purchaser (i) an estimated consolidated balance sheet of the Company as of the Effective Time (the “Estimated Closing Balance Sheet”), (ii) an estimated calculation of the Closing Date Debt (the “Estimated Closing Date Debt”), (iii) an estimated calculation of the Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”), (iv) an estimated calculation of the Closing Date Working Capital Ratio, based on the Estimated Closing Balance Sheet (the “Estimated Working Capital Ratio”) and in accordance with the accounting principles set forth on Schedule 2.5 and (v) an estimated calculation of the Closing Date Cash (the “Estimated Closing Date Cash”). The Estimated Closing Balance Sheet, Estimated Closing Date Debt, Estimated Working Capital Ratio and the Estimated Closing Date Cash have been prepared in accordance with GAAP, as used in the preparation of the Company Financial Statements, and, to the extent GAAP provides for a range of alternatives, in accordance with the past practices of the Company within such range. If the Estimated Working Capital Ratio is less than the Working Capital Target, then an amount equal to the current assets necessary to be added to achieve the Working Capital Target shall constitute the “Estimated Working Capital Deficit.” The Company and Purchaser agrees that the Company has made available to Purchaser and its advisors all material records and work papers and personnel used in preparing the Estimated Closing Balance Sheet and the foregoing calculations.
Estimated Purchase Price Adjustment. No later than two (2) Business Days prior to the Closing Date, Seller shall cause to be prepared and delivered to Purchaser a closing statement (the “Closing Statement”), setting forth in reasonable detail a good faith estimate of the Working Capital as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date. The Closing Statement shall be prepared in accordance with the Accounting Principles and shall specify an amount (the “Closing Adjustment”) that shall be equal to (x) the amount of Working Capital minus (y) the Working Capital Target. If the Closing Adjustment is a positive amount, then the Purchase Price shall be increased by the absolute value of the Closing Adjustment. If the Closing Adjustment is a negative amount, then the Purchase Price shall be decreased by the absolute value of the Closing Adjustment.
Estimated Purchase Price Adjustment. The Company shall deliver to Purchaser, not later than two Business Days prior to the Closing, unaudited consolidated balance sheets of the Acquired Companies as of the close of business on the last day of the most recent calendar month preceding the day of the Closing (the “Estimated Closing Balance Sheet”). The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP applied consistently with the unaudited consolidated balance sheets of the Acquired Companies dated as of September 30, 2006 and delivered previously to Purchaser (the “Reference Balance Sheet”). If the total assets less the total liabilities (the “Net Assets”) of the Company as set forth on the Estimated Closing Balance Sheet exceeds the difference between the Net Assets as reflected on the Reference Balance Sheet and the Transaction Expenses Credit, the Aggregate Table of Contents Purchase Price shall be increased by the amount of such excess. If the Net Assets of the Company as set forth on the Estimated Closing Balance Sheet is less than the difference between the Net Assets as reflected on the Reference Balance Sheet and the Transaction Expenses Credit, the Aggregate Purchase Price shall be decreased by the amount of such deficiency.
Estimated Purchase Price Adjustment. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Buyer a statement (the “Preliminary Closing Date Net Working Capital Statement”) setting forth the Company’s good faith
