Estimated Purchase Price and Determination of Definitive Purchase Clause Samples

Estimated Purchase Price and Determination of Definitive Purchase. (a) No later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Base Statement”) that sets forth in reasonable detail a good faith estimate of the Net Current Assets of the Business as of the close of business on the date immediately prior to the Closing Date, prepared in accordance with Section 3.2(a) of the Seller Disclosure Letter (the “Estimated Net Current Assets”). For purposes of the Closing, the Base Statement shall also set forth Seller’s good faith calculation of the estimated Purchase Price, which shall be equal to the sum of the Initial Purchase Price and the Estimated Net Current Assets Adjustment (the “Closing Date Cash Payment”). (b) Buyer shall prepare and deliver to Seller within sixty (60) days following the Closing Date a statement (the “Closing Statement”), which will utilize the same accounting methods, policies, practices, procedures and adjustments as were used in the preparation of the Base Statement to the extent consistent with GAAP, and which shall set forth in reasonable detail the Net Current Assets of the Business as of the close of business on the date immediately prior to the Closing Date (the “Final Net Current Assets”), and detail, if applicable, the Final Net Current Assets and the calculation of such amount. (c) Following its receipt from Buyer of the Closing Statement, Seller shall have thirty (30) days to review the Closing Statement, including the Final Net Current Assets and to inform Buyer in writing of any disagreement (the “Objection”) that it may have with the Closing Statement, the Final Net Current Assets, which Objection shall specify in reasonable detail Seller’s disagreement with the Closing Statement, the Final Net Current Assets. Buyer shall, at no cost to Seller, give Seller and its authorized Representatives reasonable access to such employees, officers and other facilities and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Seller and its authorized Representatives to review the Closing Statement and the Final Net Current Assets. If Buyer does not receive the Objection within such thirty (30) day period, the Final Net Current Assets and the other amounts set forth on the Closing Statement delivered pursuant to Section 3.2(b) shall be deemed to have been accepted by Seller and shall become binding upon Seller. If Seller does timely deliver an Objection to Buyer, Buyer shall then have fifteen (15) days ...