Common use of Estimated Purchase Price Clause in Contracts

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. No Not later than two (2) Business Days prior to days before the anticipated Closing, the Companies or the Representative Company shall deliver to Buyer and the Shareholders’ Representative a good faith estimate certificate of the Estimated Purchase Price, and reasonably detailed calculations demonstrating each component thereof, together with Company (the “Company Pre-Closing Certificate”) executed on its behalf by the Chief Financial Officer of the Company that sets forth in reasonable documentation to support such calculation, which shall include a good faith estimate detail the Company’s estimates of (v) the Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash EquivalentsCash”), Identified Capital Expenditures (x) the “Estimated Identified Capital Expenditures”), Closing Indebtedness Debt (“Estimated Closing IndebtednessDebt”) and Unpaid Company Transaction Expenses (“Estimated Unpaid Company Transaction Expenses”), along with reasonable supporting detail therefore, such estimates to be prepared in accordance with GAAP, using the policies, conventions, methodologies and procedures set forth on Schedule 2.4(a) attached hereto and used by the Company in preparation of Schedule 1.1(d) (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 StatementSpecified Accounting Principles”). The Estimated Closing Statement Prior to Closing, the Company and Buyer 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 cooperate in good faith to agree upon the calculation of the Estimated Closing Cash, Estimated Identified Capital Expenditures, Estimated Closing Debt and Estimated Unpaid Company Transaction Expenses upon which the Closing Date Purchase Price shall be appropriatebased; provided, provided that, if the Companies determine in good faith that it is appropriate not Company and Buyer are unable to make agree as to any changesitem set forth on the Company Pre-Closing Certificate, then the amount set forth as the Estimated Closing Statement Cash, Estimated Identified Capital Expenditures, Estimated Closing Debt or Estimated Unpaid Company Transaction Expenses, as applicable, on the Company Pre-Closing Certificate shall be used at deemed to be the parties’ estimate of Estimated Closing to determine the Cash, Estimated Purchase PriceIdentified Capital Expenditures, Estimated Closing Debt or Estimated Unpaid Company Transaction Expenses, as applicable.

Estimated Purchase Price. No later At least five and no more than two (2) 10 Business Days prior to the anticipated Closing, Seller shall deliver, or cause to be delivered, to Purchaser a written statement duly executed by an authorized officer of Seller (the Companies or the Representative shall deliver to Buyer a “Estimated Closing Statement”) setting forth in reasonable detail Seller’s good faith estimate estimates 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 amount of (va) the Closing Working Capital (“Estimated Closing Working Capital”), (b) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”), (xc) Transaction Expenses (“Estimated Transaction Expenses”), (d) Closing Indebtedness (“Estimated Closing Indebtedness”), ) and (ye) Seller Expenses to the extent expected to remain unpaid at Closing Tax Amount (“Estimated Seller Expenses”) and (z) Net Working Capital (“Estimated Net Working CapitalClosing Tax Amount”), 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 Sectionand, 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 foregoing, Seller’s calculation of the Estimated Purchase Price, together with reasonably detailed supporting calculations, in each case, determined in accordance with the definitions in this Agreement and methodologies utilized in preparing the Financial StatementsAccounting Principles and shall not reflect any accounting principles, policies, methods, practices, categories, estimates, judgments or assumptions other than the Accounting Principles. The Companies will Seller shall consider in good faith all any comments made provided by Buyer Purchaser with respect to the Estimated Closing Statement Statement, and if Seller accepts any such comments, it shall make such changes deliver to Purchaser updated versions of the Estimated Closing Statement as they determine in good faith to be appropriate; providedStatement, that, if which updated versions shall thereupon supersede and replace 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 Priceprior versions for all purposes hereunder.

Estimated Purchase Price. No later than two five (25) Business Days prior to the anticipated ClosingClosing Date, the Companies or the Representative Sellers shall deliver provide 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 statement (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”) setting forth an estimate of the Final Purchase Price which shall be equal to (i) the Enterprise Value plus (ii) Sellers’ good-faith estimate of the Closing Date Cash, minus (iii) Sellers’ good-faith estimate of the Closing Date Indebtedness, minus (iv) Sellers’ good-faith estimate of the Transaction Expenses, plus (v) Sellers’ good-faith estimate of the Net Working Capital Adjustment Amount (which may be a positive or negative number) (the calculation resulting from clauses (i), (ii), (iii), (iv) and (v), the “Estimated Purchase Price”), in each case, delivered with reasonable supporting detail with respect to the calculation of such amounts. The At the Closing, Buyer shall pay, or cause to be paid, to Sellers or other Persons designated by Sellers, by wire transfer of immediately available funds to such account(s) as Sellers shall designate in writing to Buyer not less than three (3) Business Days prior to the Closing Date (the “Seller Designated Account(s)”), an aggregate amount in cash equal to the Estimated Purchase Price. During the period after the delivery of the Estimated Closing Statement and prior to the Closing, Buyer shall be prepared based upon the books have an opportunity to review and records of the Companies and based comment on the same principles Estimated Closing Statement and methodologies utilized in preparing the Financial Statements. The Companies will calculations set forth therein and Sellers shall reasonably cooperate with Buyer and consider in good faith all comments made by Buyer any revisions to the Estimated Closing Statement and proposed by Bxxxx; provided that in no event shall make such changes to any review of the Estimated Closing Statement as they determine in good faith to be appropriate; providedby Buyer, thator any dispute relating thereto, if delay or prevent 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 PriceClosing.

Estimated Purchase Price. No later than two five (25) Business Days prior to the anticipated ClosingClosing Date, the Companies or the Representative Sellers shall deliver provide 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 statement (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”) setting forth an estimate of the Final Purchase Price which shall be equal to (i) the Enterprise Value plus (ii) Sellers’ good-faith estimate of the Closing Date Cash, minus (iii) Sellers’ good-faith estimate of the Closing Date Indebtedness, minus (iv) Sellers’ good-faith estimate of the Transaction Expenses, plus (v) Sellers’ good-faith estimate of the Net Working Capital Adjustment Amount (which may be a positive or negative number) (the calculation resulting from clauses (i), (ii), (iii), (iv) and (v), the “Estimated Purchase Price”), in each case, delivered with reasonable supporting detail with respect to the calculation of such amounts. The At the Closing, Buyer shall pay, or cause to be paid, to Sellers or other Persons designated by Sellers, by wire transfer of immediately available funds to such account(s) as Sellers shall designate in writing to Buyer not less than three (3) Business Days prior to the Closing Date (the “Seller Designated Account(s)”), an aggregate amount in cash equal to the Estimated Purchase Price. During the period after the delivery of the Estimated Closing Statement and prior to the Closing, Buyer shall be prepared based upon the books have an opportunity to review and records of the Companies and based comment on the same principles Estimated Closing Statement and methodologies utilized in preparing the Financial Statements. The Companies will calculations set forth therein and Sellers shall reasonably cooperate with Buyer and consider in good faith all comments made by Buyer any revisions to the Estimated Closing Statement and proposed by Xxxxx; provided that in no event shall make such changes to any review of the Estimated Closing Statement as they determine in good faith to be appropriate; providedby Buyer, thator any dispute relating thereto, if delay or prevent 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 PriceClosing.

Estimated Purchase Price. No later than two three (23) Business Days prior to the anticipated ClosingClosing Date, the Companies or the Representative Company shall deliver to Buyer Purchaser 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 written statement (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 ) setting forth (i) its good faith estimate of the Companies Purchase Price (the “Estimated Purchase Price”) in respect of which the Company shall (A) use the Enterprise Value and based on (B) estimate (1) the same principles amount of Closing Date Funded Indebtedness, (2) the amount of Unpaid Seller Expenses, (3) the amount of Cash and methodologies utilized Cash Equivalents and (4) the Net Working Capital and the resulting calculation of the Net Working Capital Adjustment. To the extent reasonably requested by Purchaser, the Company will make available to Purchaser and its auditors and advisors all material records and work papers used in preparing the Financial Statementsstatement setting forth the Estimated Purchase Price; provided that any information provided pursuant hereto shall be subject to the confidentiality and non-use obligations of Section 6.3. The Companies will consider in good faith all Company shall review any comments made proposed by Buyer Purchaser with respect to the Estimated Closing Statement Statement, and will consider, in good faith, any appropriate changes, it being understood that Purchaser shall make such changes have no approval rights with respect to the Estimated Closing Statement as they determine in good faith to be appropriateestimates or calculation therein; provided, thatthat in case of any disagreement between the parties hereto, if in no case shall such disagreement delay the Companies determine Closing and the Company’s estimates and calculations set forth in good faith that it is appropriate not to make any changes, then the Estimated Closing Statement shall control. The Company’s acceptance or rejection of any of Purchaser’s suggested changes, if any, shall be used at without prejudice to the Closing right of Purchaser to determine raise any disputed matter in respect of the Estimated calculation of the final Purchase PricePrice pursuant to Section 3.5.

Estimated Purchase Price. No Not later than two four (4) Business Days before the Closing, the Seller shall deliver to the Buyer a certificate of the Seller that (i) sets forth in reasonable detail the Seller’s reasonable estimate of each of the Closing Net Working Capital Amount (the “Estimated Net Working Capital Amount”) and the Closing Deadband Exceptions (the “Estimated Deadband Exceptions”), along with reasonable supporting detail therefor, with such estimates prepared in accordance with the following priority of principles (and to the extent of any conflict among such principles, such estimates shall be determined pursuant to the following hierarchy of principles) (1) the specific principles set forth on Schedule 1.1(b), (2) Business Days prior to the anticipated Closingextent not addressed by (1), GAAP, and only to the extent consistent with GAAP, the Companies or principles applied in a manner consistent with the Representative shall deliver to Buyer a good faith estimate preparation of the Estimated Purchase PriceAudited Financial Statements on a going concern basis and using the same accounting methods, policies, practices and year-end procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Audited Financial Statements, including a reconciliation of all significant accounts, and reasonably detailed calculations demonstrating each component thereof(3) to the extent not addressed by (1) or (2), together with reasonable documentation to support such calculationGAAP as in effect as of October 3, which shall include a good faith estimate of 2020 (v) Closing Cash and Cash Equivalents (the “Estimated Closing Cash and Cash EquivalentsAccounting Principles”), (xii) confirms that the Estimated Net Working Capital Amount and the Estimated Deadband Exceptions were prepared in good faith and in accordance with the Accounting Principles and (iii) sets forth in reasonable detail the Seller’s reasonable estimate of the Closing Indebtedness (the “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 shall provide Buyer with a statement of reasonable opportunity to review the calculation of Estimated Purchase Price certificate contemplated by the preceding sentence, and wire instructions for each Seller (as revised pursuant shall make available to the last sentence of this Section, the “Estimated Closing Statement”). The Estimated Closing Statement Buyer all information reasonably requested by Buyer to assist in its review thereof and 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 Buyer’s reasonable comments made by Buyer thereto, including with respect to the Estimated Closing Statement and shall make such changes to calculations of the Estimated Closing Statement as they determine in good faith to be appropriate; providedNet Working Capital Amount, 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 Deadband Exceptions and the Estimated Purchase PriceIndebtedness.

Estimated Purchase Price. No later than two (2) Business Days prior to the anticipated Closing, the Companies or the Seller 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 certified statement (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”)) setting forth (i) the Seller Representative’s good faith estimates of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Transaction Expenses, Free Rent and Leasing Credit, Preferred Redemption Credit, Property Sales Credit, and Portfolio Improvement Credit, together with a calculation of the Purchase Price based on such estimates (the “Estimated Purchase Price”) and (ii) the aggregate amount of the Closing Consideration payable to Sellers. The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared based upon in accordance with this Agreement, including Section 2.4(e), in the books and records form of Exhibit B, together with reasonable supporting documentation. During the Companies and based on period after the same principles and methodologies utilized in preparing the Financial Statements. The Companies will consider in good faith all comments made by Buyer to delivery of the Estimated Closing Statement and prior to the Closing Date, Buyer shall make such changes have an opportunity to review the Estimated Closing Statement as they determine and Seller Representative shall cooperate with Buyer 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 mutually agree upon the Estimated Closing Statement in the event Buyer disputes any item proposed to be set forth on such statement; provided, however, that if Seller Representative and Buyer are not able to reach mutual agreement prior to the Closing Date, the Estimated Closing Statement provided by Seller to Buyer, as modified to include any changes agreed to by Seller Representative and Buyer, shall be used at the Closing to determine the Estimated Purchase Pricebinding for purposes of this Section 2.4(a).

Estimated Purchase Price. (i) No later than two one (21) Business Days prior to the anticipated Closing, the Companies or the Representative Company shall deliver to Buyer Purchaser (A) 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 written statement (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”) setting forth the Estimated Working Capital, the Estimated Net Working Capital Adjustment, if any, and the Company’s good faith estimates of the amounts of Closing Indebtedness, Closing Cash and Seller Expenses, together with a calculation of the Purchase Price based on such estimates (the “Estimated Purchase Price”) and (B) a statement (the “Funds Flow”) that will set forth the wire transfer or other payment instructions with respect to the payments to be made to the Sellers and to the applicable recipients of the Seller Expenses pursuant to this Section 2.3. During the period after the delivery of the Estimated Closing Statement and prior to the Closing, Purchaser shall have the opportunity to review and comment on the Estimated Closing Statement and the calculations set forth therein and the Company shall reasonably cooperate with Purchaser and consider in good faith any revisions to the Estimated Closing Statement proposed by Purchaser; provided that in no event shall any review of the Estimated Closing Statement by Purchaser, or any dispute or disagreement relating thereto, delay or prevent the Closing, and, in the event of any dispute or disagreement relating thereto, the Parties acknowledge and agree that the item(s) in dispute or at disagreement shall be as finally determined in good faith by the Company for all purposes of the Closing (provided that nothing in this Section 2.3(a) shall in any way limit the rights of the Parties in connection with the final determination of the Purchase Price in accordance with Section 2.3(c)). The Estimated Closing Statement and the estimates and calculations contained therein 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 Priceaccordance with Section 2.3(e).