Pre-Closing Estimate. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Company Closing Statement”) setting forth in reasonable detail the Company’s good faith determination of the Estimated Net Adjustment, which Company Closing Statement shall include a presentation of the Company’s calculations of the Estimated Net Adjustment and the estimated amount of the items comprising the Estimated Net Adjustment: Closing Cash, Closing Working Capital, Retained Sale Leaseback Proceeds, Closing Indebtedness, Company Transaction Expenses that have been incurred but not paid prior to the Effective Time (disregarding any payment made pursuant to Section 3.4), Cap Ex Cash, Company Reorg Expenses, Company Closing Bonuses and Management Bonuses, all as of immediately prior to the Effective Time. The Company shall prepare the Company Closing Statement and all of the calculations set forth therein in accordance with IFRS applied on a basis consistent with the Company’s past practices, in accordance with the specific methodologies set forth on Exhibit A and in good faith. Parent and its Representatives shall be provided reasonable access during normal business hours to the books and records, personnel and advisors of the Company to the extent required in connection with review of the Estimated Net Adjustment calculation, including the Company’s work papers underlying or utilized in preparing the estimates and calculations used to determine the Estimated Net Adjustment, and the Company shall in good faith take into consideration any comments to the Company Closing Statement made by Parent. If the Estimated Net Adjustment is a positive number, the Closing Cash Amount shall be increased by such amount. If the Estimated Net Adjustment is a negative number, the Closing Cash Amount shall be decreased by such amount.
(b) Simultaneously with the delivery of the Company Closing Statement, the Company shall deliver to Parent a schedule (the “Payment Schedule”) setting forth the following information as of the Closing:
(i) with respect to each Equityholder as of immediately prior to the Effective Time: (A) the name and address of record of such Equityholder; (B) the total number of shares of Common Stock held by such Equityholder as of immediately prior to the Effective Time; and (C) such Equityholder’s Pro Rata Portion of the Merger Consideration, including the Continent Consideration, if any;
(ii) the name of each Person to whom Closing In...
Pre-Closing Estimate. No later than four (4) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Estimated Closing Statement”), certified by the Chief Financial Officer or Chief Executive Officer of the Company, setting forth (i) an estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of 12:01 a.m. Pacific Time on the Closing Date and (ii) the Company’s good faith estimate of (A) Closing Working Capital (such estimate, “Estimated Closing Working Capital”), (B) Closing Indebtedness (such estimate, “Estimated Closing Indebtedness”), (C) Closing Cash (such estimate, “Estimated Closing Cash”) and (D) Unpaid Company Transaction Expenses (such estimate, “Estimated Unpaid Company Transaction Expenses”). The Company shall deliver supporting calculations and documentation of such calculations, in reasonable detail, concurrently with the delivery of such Estimated Closing Statement. The Company shall consult with Parent and its accountants with respect to the preparation of the Estimated Closing Statement and the Estimated Closing Statement shall be in form and substance reasonably satisfactory to Parent.
Pre-Closing Estimate. No more than ten (10) Business Days and no less than five (5) Business Days prior to the Closing, the Company shall deliver to Buyer a statement (the “Closing Statement”), certified by the Chief Financial Officer or Chief Executive Officer of the Company, setting forth (i) an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of immediately prior to the Closing and (ii) the Company’s good faith estimate of (A) Closing Working Capital (such estimate, “Estimated Closing Working Capital”), (B) Closing Indebtedness (such estimate, “Estimated Closing Indebtedness”), (C) Closing Cash (such estimate, “Estimated Closing Cash”) and (D) Unpaid Company Transaction Expenses (such estimate, “Estimated Unpaid Company Transaction Expenses”). The Company shall deliver supporting calculations and documentation of such calculations, in detail reasonably acceptable to Buyer, concurrently with the delivery of the Closing Statement. The Closing Statement shall be in form and substance reasonably satisfactory to Buyer, and the Company shall consider in good faith any comments to the Closing Statement provided by Buyer; provided that the approval by Buyer of the Closing Statement shall not delay or prevent the consummation of the Closing (absent manifest error).
Pre-Closing Estimate. Prior to the Closing, Seller delivered, or caused the Company to deliver, to Purchaser a worksheet (the “Pre-Closing Calculation”) setting forth, among other things, the Company’s estimate of the Purchase Price (the “Estimated Purchase Price”), including a presentation in reasonable detail of an estimate of the Base Purchase Price (the “Estimated Base Purchase Price”) and an estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), together with (i) calculations of Company Transaction Expenses as of the Closing Date (and wire instructions for the payment thereof) and Company Indebtedness. The parties acknowledge that the Estimated Base Purchase Price used for purposes of Closing is $351,452,538, the Estimated Closing Net Working Capital used for purposes of Closing is $0, and the Estimated Purchase Price used for purposes of Closing is $351,452,538, all as set forth on the Pre-Closing Calculation.
Pre-Closing Estimate. Not less than three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer their good faith estimate of Current Assets, Current Liabilities, Cash, Indebtedness and Customer Deposits, in each case as of the Closing, and their calculation, on the basis of such estimates, of the estimated Purchase Price Adjustment (the “
Pre-Closing Estimate. Seller shall prepare and deliver to Buyer at least five (5) Business Days prior to Closing a certificate setting forth the estimated Net Working Capital (for the avoidance of doubt, excluding the Excluded Assets and Excluded Liabilities) as of 11:59 P.M. on the Business Day immediately preceding the Closing Date, calculated in accordance with this Agreement and in accordance with the Form Net Working Capital Statement (the “Estimated Net Working Capital”), together with detailed calculations used by Seller and copies of all working papers and supporting materials with respect thereto. The Estimated Net Working Capital shall be prepared by Seller using GAAP, consistently applied, and the same accounting principles, procedures, policies and methods that were used to prepare the Financial Statements; provided, however, that (i) Inventory shall in no event be valued at amounts in excess of the Inventory values set forth in the document created as Section 18.1 of the Intralinks, Inc. virtual data room established in connection with the transactions contemplated herein (relating to inventory detail as of September 21, 2013), as such document was posted in such data room as of December 13, 2013; (ii) amounts of Inventory for beets, carrots, potatoes and dry beans that are not USDA extra standard or better shall not exceed $2,500,000 in the aggregate, amounts of Inventory for corn, beans and peas that are not USDA extra standard or better shall not exceed $4,600,000 in the aggregate and all other Inventory that is not USDA extra standard or better shall be valued at zero; (iii) the maximum value attributed to the portion of Inventory other than raw products and finished goods shall in no event exceed $16,000,000; and (iv) amounts of Inventory at Closing shall be calculated based on the results of the Physical Inventory, as adjusted to reflect transactions occurring between the date of the Physical Inventory and Closing. Seller shall give Buyer access to all working papers and supporting materials in order to confirm the Estimated Net Working Capital. The Seller’s Estimated Net Working Capital calculation shall be utilized for Closing purposes (subject to adjustment after Closing as provided below in this Section 3.4), except to the extent Buyer’s review of such calculation identifies manifest errors in Seller’s calculation, in which event Seller’s calculation shall be modified to correct such manifest errors, and such revised calculation shall be used as the Estim...
Pre-Closing Estimate. At least two (2) Business Days prior to the Closing Date, the Company and Seller shall deliver to Purchaser, the Company’s estimates, along with reasonable supporting detail thereof, of the Closing Debt (the “Estimated Closing Debt”), the Closing Cash (the “Estimated Closing Cash”) and Unpaid Company Transaction Expenses (the “Estimated Unpaid Company Transaction Expenses”), such estimates to be prepared in good faith and in accordance with the policies, conventions, methodologies and procedures used by the Company in preparing its most recent unaudited Company Financial Statements. Based on such estimates and prior to Closing, Seller shall in good faith calculate estimates of such amounts to be used for purposes of determining the Estimated Initial Consideration for purposes of Closing.
Pre-Closing Estimate. At least five days prior to the Closing Date, Seller shall deliver to Buyer (a) a good faith estimate (the "Working Capital Estimate") of (i) the Closing Working Capital and (ii) any Estimated Working Capital Overage or Estimated Working Capital Underage and (b) a good faith estimate (the "Estimated Carryforward Payment") of the Carryforward Payment. An "
Pre-Closing Estimate. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Syneron the Working Capital Statement. The Company shall deliver all relevant backup materials, schedules and the illustration prepared for such purpose, in detail reasonably acceptable to Syneron, concurrently with the delivery of the Working Capital Statement. Based on such the Working Capital Statement and prior to the Closing Date, Syneron and the Company shall in good faith calculate an estimate of the Closing Working Capital (“Estimated Closing Working Capital”) to be used to determine the Initial Actual Cash Payment.
Pre-Closing Estimate. Not less than two (2) Business Days prior to the Closing Date and in no event more than five (5) Business Days prior to the Closing Date, the Seller shall in good faith prepare a statement (the “Estimated Closing Statement”) setting forth the difference between Current Assets and Current Liabilities, determined as of the close of business on the last Business Day immediately prior to the Closing Date and on a basis consistent with GAAP (such difference, the “Estimated Working Capital Amount”). The Estimated Closing Statement shall be in reasonable detail and shall be accompanied by supporting documentation and work papers. If the Estimated Working Capital Amount as stated on the Estimated Closing Statement is less than zero, then the amount payable by Purchaser under Section 4.1(a) shall be reduced by an amount which is equal to an amount necessary to cause the Estimated Working Capital Amount to equal zero. If the Estimated Net Working Capital Amount as stated on the Estimated Closing Statement exceeds zero, then the amount payable by Purchaser under Section 4.1(a) shall be increased in an amount in cash equal to such excess. Notwithstanding the foregoing, neither party shall be required to make a payment hereunder unless the required payment exceeds $ 10,000, in which case the full amount of the payment shall be made (i.e., from the first dollar), and all calculations shall be made without duplication for any Indebtedness paid off at or immediately prior to the Closing pursuant to Section 9.2(h). The amount due from Seller or Purchaser, as applicable, is referred to as the “Estimated Working Capital True-Up.”
