Common use of Estimated Purchase Price; Purchase Price Adjustment Clause in Contracts

Estimated Purchase Price; Purchase Price Adjustment. 2.5.1. Seller shall prepare and deliver to Buyer, at least three (3) Business Days prior to the Closing Date, a statement (the “Estimated Closing Statement”) that sets forth Seller’s good faith estimates of the Closing Net Working Capital Amount (the “Estimated Closing Net Working Capital Amount”), as well as the resulting Estimated Closing Net Working Capital Excess (if any) or Estimated Closing Net Working Capital Shortfall (if any), as the case may be, the Closing Cash (the “Estimated Closing Cash”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), Transaction Expenses (the “Estimated Transaction Expenses”) and the Estimated Purchase Price, along with the supporting detail therefor, such estimates to be prepared in accordance with the definitions herein, and the Accounting Principles. For the avoidance of doubt, solely for purposes of the calculation of the Estimated Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0). Seller shall provide Buyer and any accountants or advisors retained by Buyer with reasonable access to the Records of the Group Companies for the purpose of enabling Buyer and its accountants and advisors to calculate, and to review Seller’s calculation of the Estimated Closing Net Working Capital Amount, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses and Estimated Purchase Price. Seller shall consider in good faith any suggested revisions; provided, however, that such reasonable access shall be (i) at Buyer’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Seller, any of the Group Companies, or their respective Affiliates. To the extent Seller agrees, in its good faith discretion, to any such revisions suggested by Xxxxx, Seller shall deliver to Buyer a revised Estimated Closing Statement reflecting such revisions, which revised Estimated Closing Statement shall be deemed to have been delivered at the xxxx Xxxxxx delivered the initial Estimated Closing Statement; provided that any disagreement between Buyer and Seller with respect to the Estimated Closing Statement will not delay the Closing and Seller’s calculation will be used to determine the Estimated Purchase Price. 2.5.2. Within ninety (90) days following the Closing Date (the “Closing Statement Due Date”), Buyer shall, at its expense, (a) cause to be prepared a statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s good faith calculation of the Closing Net Working Capital Amount, as well as the resulting Closing Net Working Capital Excess (if any) or Closing Net Working Capital Shortfall (if any), as the case may be, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price, in each case without giving effect to the Contemplated Transactions or any purchase accounting or similar adjustments resulting from the consummation of the Contemplated Transactions except to the extent the definitions herein explicitly provide otherwise (including the amount of Accrued Income Taxes included in the Closing Indebtedness) and (b) deliver to Seller the Closing Statement. For the avoidance of doubt, solely for purposes of the calculation of the Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0). The accounts included in the Closing Statement, including the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and the Purchase Price, shall be prepared in accordance with the definitions herein and the Accounting Principles. The parties agree that the purpose of preparing the Closing Statement and the components thereof is solely to assess the accuracy of the amounts set forth in the Estimated Closing Statement, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, reserves classifications or estimation methodologies unless in accordance with the Accounting Principles.

Estimated Purchase Price; Purchase Price Adjustment. 2.5.1. Seller shall prepare and deliver to Buyer, at least three five (35) Business Days prior to the Closing Date, a statement (the “Estimated Closing Statement”) that sets forth Seller’s good faith estimates of the Closing Net Working Capital Amount (the “Estimated Closing Net Working Capital Amount”), as well as the resulting Closing Regulatory Adjustment (the “Estimated Closing Net Working Capital Excess (if any) or Estimated Closing Net Working Capital Shortfall (if anyRegulatory Adjustment”), as the case may beMinimum Regulatory Capital Amount (the “Estimated Minimum Regulatory Capital Amount”), the Closing Cash (the “Estimated Closing Cash”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), Transaction Expenses (the “Estimated Transaction Expenses”) and the Estimated Purchase Price, along with the supporting detail therefor, such estimates to be prepared in accordance with this Agreement, including the definitions herein, herein and the Accounting Principles (to the extent applicable), and which shall not reflect any judgments, accounting methods, policies, principles, practices, procedures, reserves classifications or estimation methodologies other than in accordance with the Accounting Principles. For the avoidance of doubt, solely for purposes of the calculation of the Estimated Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0). Seller shall provide Buyer and any accountants or advisors retained by Buyer with reasonable access at reasonable times to the Records Records, accounting personnel and advisors of the Group Companies for the purpose of enabling Buyer and its accountants and advisors to calculate, and to review Seller’s calculation of the Estimated Closing Net Working Capital Amount, Estimated Closing Regulatory Adjustment, Estimated Minimum Regulatory Capital Amount, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses and Estimated Purchase Price. Seller shall consider in good faith any suggested revisions; provided, howeverand, that such reasonable access shall be (i) at Buyer’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Seller, any of the Group Companies, or their respective Affiliates. To to the extent Seller agrees, agrees in its good faith discretion, discretion to any such revisions suggested by Xxxxxrevisions, Seller shall deliver to Buyer a revised Estimated Closing Statement reflecting such revisions, which revised Estimated Closing Statement shall be deemed to have been delivered at the xxxx Xxxxxx delivered the initial Estimated Closing Statement; provided provided, that any disagreement between Buyer and Seller with respect to the Estimated Closing Statement will not delay the Closing and Seller’s calculation will be used to determine the Estimated Purchase Price. 2.5.2. Within ninety As soon as reasonably practicable, but no later than seventy-five (9075) days following the Closing Date (the “Closing Statement Due Date”), Buyer shall, at its expense, (a) cause to be prepared a statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s good faith calculation of the Closing Net Working Capital Amount, as well as the resulting Closing Net Working Regulatory Adjustment, Minimum Regulatory Capital Excess (if any) or Closing Net Working Capital Shortfall (if any), as the case may beAmount, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price, in each case without giving effect to the Contemplated Transactions or any purchase accounting or similar adjustments resulting from the consummation of the Contemplated Transactions except to the extent the definitions herein explicitly provide otherwise (including the amount of Accrued Income Taxes included in the Closing Indebtedness) Price and (b) deliver to Seller the Closing Statement. For the avoidance of doubt, solely for purposes of the calculation of the Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0). The accounts included in the Closing Statement, including the Closing Net Working Capital Amount, Closing Regulatory Adjustment, Minimum Regulatory Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and the Purchase Price, shall be prepared in accordance with this Agreement, including the definitions herein and the Accounting Principles. The parties agree that the purpose of preparing the Closing Statement and the components thereof is solely to assess the accuracy of the amounts set forth in the Estimated Closing Statement, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, reserves classifications or estimation methodologies unless in accordance which are consistent with the Accounting Principles.

Estimated Purchase Price; Purchase Price Adjustment. 2.5.1. Seller shall prepare and deliver to Buyer, at least three (3) Business Days prior to the Closing Date, a statement (the “Estimated Closing Statement”) that sets forth Seller’s good faith estimates of the Closing Net Working Capital Amount (the “Estimated Closing Net Working Capital Amount”), as well as the resulting Estimated Closing Net Working Capital Excess (if any) or Estimated Closing Net Working Capital Shortfall (if any), as the case may be, the Closing Cash (the “Estimated Closing Cash”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), Transaction Expenses (the “Estimated Transaction Expenses”) and the Estimated Purchase Price, along with the supporting detail therefor, such estimates to be prepared in accordance with the definitions herein, and the Accounting Principles. For the avoidance of doubt, solely for purposes of the calculation of the Estimated Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0). Seller shall provide Buyer and any accountants or advisors retained by Buyer with reasonable access to the Records of the Group Companies for the purpose of enabling Buyer and its accountants and advisors to calculate, and to review Seller’s calculation of the Estimated Closing Net Working Capital Amount, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses and Estimated Purchase Price. Seller shall consider in good faith any suggested revisions; provided, however, that such reasonable access shall be (i) at Buyer’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Seller, any of the Group Companies, or their respective Affiliates. To the extent Seller agrees, in its good faith discretion, to any such revisions suggested by XxxxxBuyer, Seller shall deliver to Buyer a revised Estimated Closing Statement reflecting such revisions, which revised Estimated Closing Statement shall be deemed to have been delivered at the xxxx Xxxxxx delivered the initial Estimated Closing Statement; provided that any disagreement between Buyer and Seller with respect to the Estimated Closing Statement will not delay the Closing and Seller’s calculation will be used to determine the Estimated Purchase Price. 2.5.2. Within ninety (90) days following the Closing Date (the “Closing Statement Due Date”), Buyer shall, at its expense, (a) cause to be prepared a statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s good faith calculation of the Closing Net Working Capital Amount, as well as the resulting Closing Net Working Capital Excess (if any) or Closing Net Working Capital Shortfall (if any), as the case may be, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price, in each case without giving effect to the Contemplated Transactions or any purchase accounting or similar adjustments resulting from the consummation of the Contemplated Transactions except to the extent the definitions herein explicitly provide otherwise (including the amount of Accrued Income Taxes included in the Closing Indebtedness) and (b) deliver to Seller the Closing Statement. For the avoidance of doubt, solely for purposes of the calculation of the Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0). The accounts included in the Closing Statement, including the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and the Purchase Price, shall be prepared in accordance with the definitions herein and the Accounting Principles. The parties agree that the purpose of preparing the Closing Statement and the components thereof is solely to assess the accuracy of the amounts set forth in the Estimated Closing Statement, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, reserves classifications or estimation methodologies unless in accordance with the Accounting Principles.

Estimated Purchase Price; Purchase Price Adjustment. 2.5.1(a) On the fifth Business Day before the Closing, the Seller will deliver to the Purchasers the Estimated Closing Statement reflecting the Seller’s calculation of the Estimated Purchase Price to be paid by the Purchasers at the Closing. During the five Business Day period prior to the Closing, the Seller shall provide the Purchasers reasonable supporting detail regarding its calculations set forth in the Estimated Closing Statement and reasonable access to its books, records and personnel for the purpose of evaluating such statement. The parties shall consider in good faith any objection by the Purchasers to such Estimated Closing Statement, and the Estimated Closing Statement for purposes of this Section 2.07 shall be such statement, with such adjustments, if any, as shall collectively be reasonably acceptable to both the Seller and the Purchasers. (b) Within 60 days following the Closing Date, the Seller shall prepare and deliver to Buyerthe Purchasers a statement of Net Working Capital as of the Closing Date and, based upon such statement of Net Working Capital, the Purchase Price, setting forth in reasonable detail the Seller’s calculation of such amounts (“Seller’s Statement”). The calculation of Net Working Capital will be prepared in accordance with GAAP, applied on a consistent basis using the same accounting methods, policies, practices, procedures, classifications or estimation methodologies as were used to prepare the Balance Sheet. For avoidance of doubt, Net Working Capital shall be calculated as of the Closing after giving effect to the transactions contemplated by Sections 8.02(f) and (g). In preparing the Seller’s Statement, the Seller and its agents shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other relevant information of the Companies and the Company Subsidiaries, to the extent reasonably necessary to prepare the Seller’s Statement. The Purchasers shall have an opportunity to review the Seller’s Statement and all related workpapers for a period of 60 days following delivery of the Seller’s Statement, during which period the Purchasers and their agents shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other relevant information of the Seller necessary to review the Seller’s Statement. (c) If the Purchasers disagree with any aspect of the Seller’s Statement, the Purchasers shall deliver written notice to the Seller prior to the expiration of the 60 day review period, indicating in reasonable detail the basis for such disagreement and setting forth the Purchasers’ calculation of the item(s) in dispute (a “Dispute Notice”). The aspects of the Net Working Capital set forth in the Seller’s Statement as to which no Dispute Notice is delivered shall be final and binding. (d) If the Purchasers deliver a timely Dispute Notice to the Seller, the Purchasers shall meet and confer with the Seller and attempt in good faith to resolve the disagreements set forth in the Dispute Notice for a period of at least three 30 days after the Seller’s receipt of the Dispute Notice. If and to the extent the Purchasers and the Seller are able to resolve the disagreements set forth in the Dispute Notice through such meetings and discussions, then they shall set forth such resolution in writing and, when executed and delivered by both parties, such resolution shall be final and binding. (3e) If and to the extent the Seller and the Purchasers are not able to resolve all of the disagreements set forth in the Dispute Notice within 30 days (or such longer period as they may mutually agree), the parties shall engage the Independent Accounting Firm to resolve the disagreements and make a final and binding determination of the Net Working Capital as of the Closing Date in accordance with the terms hereof within 30 Business Days prior of being engaged by the Purchasers and the Seller. The parties shall allow representatives of the Independent Accounting Firm reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial items and personnel and any other relevant information to review the Seller’s Statement. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller and the Purchasers in the same proportion that the aggregate dollar amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total dollar amount of such remaining disputed items so submitted. (f) If the Purchase Price, determined based upon the Net Working Capital as of the Closing Date, a statement (as finally determined pursuant to this Section 2.07, exceeds the “Estimated Closing Statement”) that sets forth Seller’s good faith estimates Purchase Price, the Purchasers shall pay to the Seller the aggregate amount of such excess. If the Purchase Price, determined based upon the Net Working Capital as of the Closing Net Working Capital Amount (the “Estimated Closing Net Working Capital Amount”)Date, as well as finally determined pursuant to this Section 2.07, is less than the resulting Estimated Closing Net Working Capital Excess Purchase Price, the Seller shall pay to the Purchasers the amount of such shortfall. (if anyg) All payments pursuant to this Section 2.07 shall be made by wire transfer of immediately available funds to the account or Estimated Closing Net Working Capital Shortfall (if any)accounts designated by the Purchasers or the Seller, as the case may be, within 10 days after the Closing Cash (the “Estimated Closing Cash”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), Transaction Expenses (the “Estimated Transaction Expenses”) and the Estimated Purchase Price, along with the supporting detail therefor, such estimates to be prepared in accordance with the definitions herein, and the Accounting Principles. For the avoidance of doubt, solely for purposes of the calculation of the Estimated Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0). Seller shall provide Buyer and any accountants or advisors retained by Buyer with reasonable access to the Records of the Group Companies for the purpose of enabling Buyer and its accountants and advisors to calculate, and to review Seller’s calculation of the Estimated Closing Net Working Capital Amount, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses and Estimated Purchase Price. Seller shall consider in good faith any suggested revisions; provided, however, that such reasonable access shall be (i) at Buyer’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Seller, any of the Group Companies, or their respective Affiliates. To the extent Seller agrees, in its good faith discretion, to any such revisions suggested by Xxxxx, Seller shall deliver to Buyer a revised Estimated Closing Statement reflecting such revisions, which revised Estimated Closing Statement shall be deemed to have been delivered at the xxxx Xxxxxx delivered the initial Estimated Closing Statement; provided that any disagreement between Buyer and Seller with respect to the Estimated Closing Statement will not delay the Closing and Seller’s calculation will be used to determine the Estimated Purchase Pricefinal determination thereof. 2.5.2. Within ninety (90h) days following the Closing Date (the “Closing Statement Due Date”), Buyer shall, at its expense, (a) cause to be prepared a statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s good faith calculation of the Closing Net Working Capital Amount, as well as the resulting Closing Net Working Capital Excess (if any) or Closing Net Working Capital Shortfall (if any), as the case may be, Closing Cash, Closing Indebtedness, Transaction Expenses and Purchase Price, in each case without giving effect to the Contemplated Transactions or any purchase accounting or similar adjustments resulting from the consummation of the Contemplated Transactions except to the extent the definitions herein explicitly provide otherwise (including the amount of Accrued Income Taxes included in the Closing Indebtedness) and (b) deliver to Seller the Closing Statement. For the avoidance of doubt, solely for purposes of the calculation of the Closing Statement, the parties hereto agree that the Earn-Out Payment at Closing shall be zero dollars ($0). The accounts included in the Closing Statement, including the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses and the Purchase Price, shall be prepared in accordance with the definitions herein and the Accounting Principles. The parties agree that any payment pursuant to this Section 2.07 shall be treated as an adjustment to the purpose of preparing Purchase Price for Tax purposes, unless otherwise required by applicable Law or as consented to by the Closing Statement and the components thereof is solely to assess the accuracy other party (which consent shall not be unreasonably withheld). (i) Any amount in respect of the amounts set forth in Shares of QSP Canada required to be paid under this Section 2.07 (i) by the Estimated Closing StatementSeller, shall be paid by the Seller on behalf of the owner of the QSP Shares to the US Purchaser on behalf of the CA Purchaser; and such processes are not intended (ii) by the Purchasers, shall be paid by the US Purchaser on behalf of the CA Purchaser to permit the introduction Seller on behalf of different judgments, accounting methods, policies, principles, practices, procedures, reserves classifications or estimation methodologies unless in accordance with the Accounting Principlesowner of the shares of QSP Canada.