Estimated Statements. The Estimated Closing Balance Sheet and Estimated Working Capital Statement shall each have been approved by the Purchaser as provided for in Section 2.6.
Estimated Statements. Within the later of (i) thirty (30) days after the end of each Calendar Quarter or (ii) fifteen (15) days beyond the date on which Wyeth receives from ViroPharma the report required under Section 6.1.8
Estimated Statements. Not later than one (1) Business Day prior to the Closing Date, the Company shall provide Buyer with a written statement, together with reasonable supporting documents (the “Estimated Statement”), reflecting the Company’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”), including (i) an estimate of Closing Working Capital (the “Estimated Closing Working Capital”) (and the Estimated Closing Working Capital Adjustment), (ii) Estimated Closing Net Indebtedness, (iii) the Estimated Transaction Tax Benefit, (iv) the estimated Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (v) an estimate of the Option Cancellation Amount (the “Estimated Option Cancellation Amount”). The Estimated Statement shall be binding on the parties hereto for purposes of determining the Estimated Purchase Price.
Estimated Statements. Within the later of (i) thirty (30) days after the end of each Calendar Quarter or (ii) fifteen (15) days beyond the date on which AHPC receives from ViroPharma the report required under Section 6.1.8(d) with respect to such Calendar Quarter, AHPC shall deliver to ViroPharma a report setting forth the following estimated information with respect to Products sold in the Copromotion Territory during such Calendar Quarter: (i) the Net Sales of such Product in each country of the Copromotion Territory, (ii) the Net Profits obtained from the sale of such Product in each country of the Copromotion Territory, (iii) the deductions made from Net Sales in calculating such Net Profits, including, without limitation, the computation of Cost of Goods Manufacture for Sale, each Party's Sales and Marketing Expenses, Incremental Sales Force Expenses, if any, Extra Effort Expenses, if any, and Post-Approval Research and Regulatory Expenses, and (iv) the amount of Net Profits to be allocated to each Party, including an explanation of any deviation from the Baseline Allocation of Net Profits made in accordance with Section 7.5.1. No such reports shall be due with respect to any Product before the First Commercial Sale of such Product in the Copromotion Territory.
Estimated Statements. The Shareholders’ Agent shall prepare and deliver, or cause to be prepared and delivered, to Purchaser, not later than five (5) Business Days prior to the Closing Date, a statement (the “Estimated Closing Statement”) setting forth FreeChain’s good faith estimate of the Net Assets as of 11:59 p.m. (Hong Kong time) on the night before the Closing Date (the “Estimated Net Assets”). The Estimated Closing Statements shall be expressed in U.S. dollars, be prepared in accordance with IFRS applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements. The Estimated Closing Statements shall be certified on behalf of FreeChain by [***] of FreeChain, and shall be accompanied by work papers supporting the amounts set forth in the Estimated Closing Statements, together with reasonable supporting evidence of the calculation of such estimates. “Net Assets” shall mean an amount, which may be a positive or a negative number, equal to (A) the aggregate assets of the Group Companies on a consolidated basis as of 11:59 p.m. (Hong Kong time) on the night before the Closing Date minus (B) the aggregate liabilities of the Group Companies on a consolidated basis as of 11:59 p.m. (Hong Kong time) on the night before the Closing Date.
Estimated Statements. 5.4.1 Subject to Clause 6.5, no later than 3 (three) Business Days prior to the date set pursuant to Clause 6.1.1 for Closing, Seller shall deliver to Purchaser the Estimated Net Debt Statements and the Estimated Working Capital Statements for each of the Company (including all other Group Companies other than the US Company and its Subsidiary) and the US Company (including its Subsidiary) and each relevant Business.
5.4.2 Each Estimated Working Capital Statement shall be drawn up in the form set out in Schedule 13 (Part 1) and each Estimated Net Debt Statement shall be drawn up in the form set out in Schedule 13 (Part 2).
5.4.3 Any amounts included in the determination of any Estimated Net Debt Statement or any Estimated Working Capital Statement in currencies other than USD shall be translated into USD at the exchange rates as reasonably determined by Seller at the date of drawing up the Estimated Net Debt Statements.
5.4.4 The Estimated Net Debt Statements and the Estimated Working Capital Statements shall for purposes of the calculation and allocation of the Estimated Purchase Price not be subject to review by Purchaser and shall be final and binding on the Parties.
Estimated Statements. Schedule 3.4(a)(i) contains a written statement, together with reasonable supporting documents, reflecting the Company’s good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”) prepared utilizing the accounting principles, methods, procedures and practices used to prepare the sample statement for 10/31/2014 included on Schedule 3.4(a)(ii). Prior to the Closing, the Company shall provide its good faith estimate of Closing Cash (the “Estimated Closing Cash”). The Estimated Closing Cash and the Estimated Closing Working Capital shall be binding on the parties hereto for purposes of determining the Purchase Price.
Estimated Statements. The Parties contemplate that Iris will have Working Capital on the Closing Date (the “Iris Closing Working Capital”), as calculated in accordance with this Agreement and in accordance with and as set forth on the Form Working Capital Statement attached hereto as Schedule 2.06(a) (the “Iris Form Working Capital Statement”), of negative Fourteen Million Seven Hundred Fifty Thousand Dollars (($14,750,000)) (the “Iris Working Capital Target”). The Parties contemplate that Iris will have Net Debt on the Closing Date (the “Closing Net Debt Balance”) of $144,800,000 (the “Net Debt Target”). At least two (2) Business Days prior to the Closing, Iris shall deliver to Greyhound a written statement (the “Estimated Statement”) setting forth (a) Iris’s good faith estimate of the amount of the Closing Working Capital (the “Estimated Working Capital”) and (b) Iris’s good faith estimate of the amount of the Closing Net Debt Balance (the “Estimated Net Debt Balance”), together with such schedules and data with respect to the determination thereof as may be reasonably necessary to support such Estimated Statement. The Estimated Statement shall be signed by the Chief Financial Officer of Iris. Following delivery of the Estimated Statement, Iris shall provide Greyhound and its Representatives with reasonable access to the employees, agreements and books and records of Iris to verify the accuracy of such amounts, all to the extent deemed reasonably necessary by Greyhound and in a manner not unreasonably disruptive to Iris’s business. In the event that Greyhound does not agree with Iris’s calculations of Estimated Working Capital or Estimated Net Debt Balance, Iris and Greyhound shall negotiate in good faith to mutually agree on acceptable estimates, and Iris shall consider in good faith any proposed comments or changes that Greyhound may reasonably suggest; provided, however, that Iris’s failure to include any changes proposed by Greyhound, or the acceptance by Greyhound of the Estimated Statement, shall not limit or otherwise affect Greyhound’s remedies under this Agreement, including Greyhound’s right to include such changes or other changes in the Closing Statement, or constitute an acknowledgment by Greyhound of the accuracy of the Estimated Statement. The Aggregate Xxxx Xxxx Merger Consideration shall be (i) decreased on a dollar for dollar basis by the amount, if any, by which the Estimated Working Capital is less than the Iris Working Capital Target (but only if the amou...
Estimated Statements. 5.9.1 No later than ten (10) Business Days prior to the date set in Clause 6.1 (Completion date and place) for Completion, the Seller shall deliver to the Purchaser the Estimated Working Capital Statement and the Estimated Indebtedness Statement.
5.9.2 The Estimated Working Capital Statement and the Estimated Indebtedness Statement shall be drawn up in the form set out in Schedule 10 (Completion statements and Reporting Accountants).
5.9.3 Any amounts included in the determination of the Estimated Working Capital Statement or Estimated Indebtedness Statement in currencies other than euro shall be translated into euro at the exchange rates as determined by the Seller at the date of drawing up the Estimated Working Capital Statement or Estimated Indebtedness Statement.
5.9.4 For purposes of the calculation and allocation of the Estimated Purchase Price, the Estimated Working Capital Statement and the Estimated Indebtedness Statement shall not be subject to review by the Purchaser and shall be final and binding on the Parties.
Estimated Statements. 5.9.1 No later than ten (10) Business Days prior to the date set for Completion pursuant to Clause 6.1, the Seller shall deliver to the Purchasers the Estimated Working Capital Statement and the Estimated Net Debt Statement. The Seller shall deliver to the Purchasers within fifteen (15) Business Days after the end of each reporting quarter of the Seller starting from 30 September 2016, the Seller’s good faith drafts of the Estimated Working Capital Statement and the Estimated Net Debt Statement (under the assumption, for the purposes of such draft statements, that the Completion Date will be on the first (1st) Business Day of the reporting month during which the draft statements are prepared).
5.9.2 The Seller shall draw up the Estimated Working Capital Statement and the Estimated Net Debt Statement in good faith in the form set out in Schedule 3 (Completion Statements) and in accordance with the policies and principles set out in Clause 7.2.
5.9.3 Any amounts included in the determination of the Estimated Working Capital Statement or Estimated Net Debt Statement in currencies other than US dollar will be translated into US dollar based on the most recent monthly exchange rates used by the Seller for the consolidation of its monthly financial statements.
5.9.4 For purposes of calculation of the Estimated Purchase Price, the Estimated Working Capital Statement and the Estimated Net Debt Statement as delivered by the Seller are final and binding on the Parties.
