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. 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.
Estimated Purchase Price Adjustment. Seller shall deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, the most recent monthly management accounts of the Company, including the profit and loss statement, cash flows statement and balance sheet of the Company (the “Latest Financial Statements”), which shall be for a period not earlier than as of and for the month immediately preceding the month ended immediately prior to the Closing Date, and a statement of the estimated Adjustment Amount as of the Latest Balance Sheet Date (the “Estimated Closing Statement”), setting forth a calculation of the estimated Adjustment Amount (the “Estimated Adjustment Amount”), together with reasonable documentation supporting the calculations in the Estimated Closing Statement and a certificate of Seller’s president that the calculation of the Estimated Adjustment Amount was performed in accordance with this Section 2.4. The Latest Financial Statements and the line items set forth on the Estimated Closing Statement shall be prepared in accordance with GAAP, applied on a basis consistent with the Financial Statements; provided that, in the event of a conflict between GAAP and consistency, GAAP shall control. Within five (5) Business Days of receipt of the Latest Financial Statements and the Estimated Closing Statement, Purchaser shall notify Seller in writing of any objections it has to the Estimated Closing Statement or the calculation of the Estimated Adjustment Amount. Purchaser and Seller shall work together in good faith to determine and agree upon the Estimated Adjustment Amount prior to Closing.
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. At least five (5) Business Days prior to the Closing, the Company shall deliver to the Buyer (i) a written statement (the “Estimated Adjustment Statement”) setting forth (A) the Company’s good faith estimate of the (1) Closing Cash (the “Estimated Closing Cash”), (2) Closing Indebtedness (the “Estimated Closing Indebtedness”), (3) Company Transaction Expenses (the “Estimated Company Transaction Expenses”), and (4) amount of Closing Net Working Capital, including each component thereof (such amount, the “Estimated Net Working Capital”), and (B) the aggregate exercise price or measurement price of all Company Equity Awards outstanding as of immediately prior to the Effective Time (the “Estimated Exercise Price”) and (ii) a written statement (the “Estimated Venezuela Escrow Statement”) setting forth the Company’s good faith estimate of (A) the Closing Venezuela Receivables (the “Estimated Venezuela Receivables”), (B) the Closing Venezuela Inventory (the “Estimated Venezuela Inventory”) and (C) any Sequestered Collections and Sequestered Inventory Collections in existence or expected to be in existence as of the Closing Date; in the case of each of (i) and (ii), along with reasonable supporting detail to evidence the Company’s calculations, explanations and assumptions for the calculations of such amounts. The “Estimated Purchase Price Adjustment” shall be equal to (v) the Estimated Net Working Capital, minus (w) the Working Capital Target, plus (x) the Estimated Closing Cash, minus (y) the Estimated Closing Indebtedness, minus (z) the Estimated Company Transaction Expenses. The Company shall consider in good faith any reasonable comments to the Estimated Adjustment Statement and the Estimated Venezuela Escrow Statement provided by the Buyer. For the avoidance of doubt, the Estimated Purchase Price Adjustment may be a positive or negative number and the Closing Venezuela Receivables and the Closing Venezuela Inventory shall be included in the calculation of Closing Net Working Capital in accordance with the Accounting Methodologies. From and after 12:01 A.M. Eastern time, on the Closing Date through the Effective Time, the Company and its Subsidiaries shall not conduct any operations outside of the ordinary course of business except as required to comply with Law or permitted under this Agreement and shall not (A) pay or otherwise remit or distribute any cash to any Person (other than (i) payroll payments made in the ordinary course of business consistent with...
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.
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:
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. (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”).
Estimated Purchase Price Adjustment. The Buyer’s approval and acceptance of the Estimated Purchase Price Adjustment as proposed by Sellers shall be a condition to Buyer’s obligation to consummate the Closing. The final determination of the Purchase Price Adjustment shall be made following the Closing in the manner set forth in Section 1.5(c). Sellers’ will use their best efforts to cause Closing Date Cash (i) not to be less than Closing Date Unapplied Customer Deposits and (ii) not to exceed Closing Date Unapplied Customer Deposits by more than $200,000.
