Pre-Closing Estimates Sample Clauses
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Pre-Closing Estimates. At least two Business Days prior to the Closing Date, the Company shall deliver to Parent a statement setting forth the calculation of an estimate as of 11:59 p.m., Central Daylight Time, on the Closing Date of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the Indebtedness (the “Estimated Indebtedness”), (iii) the Net Taxes Payable (the “Estimated Net Taxes Payable”) and (iv) the Company Transaction Expenses (such statement being, the “Good Faith Statement”). The Good Faith Statement shall be prepared by the Company in good faith, in a reasonable manner, and in accordance with the accounting principles set forth on Schedule 1.11(c), consistently applied. Parent shall have reasonable access to copies of the working papers of the Company prepared or used in connection with the Company’s preparation of the Good Faith Statement. Parent shall have an opportunity to review with representatives of the Company and object to all or any part of the Good Faith Statement, such review to be reasonably prompt and any objection to be reasonable and made in good faith. If the Estimated Closing Net Working Capital exceeds Four Million Five Hundred Thousand Dollars ($4,500,000) (the “Target Net Working Capital” ), then the Initial Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.9(b) shall be increased by an amount equal to the amount by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital; provided, however, in no event shall the amount of such increase exceed Twelve Million Dollars ($12,000,000) (the “Estimated Working Capital Adjustment Amount”). If the Estimated Closing Net Working Capital is less than the Target Net Working Capital, then the Initial Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.9(b) shall be reduced by an amount equal to the amount by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital. The Initial Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.9(b) shall also be reduced by an amount equal to the Estimated Indebtedness, if any. In addition, if the Estimated Net Taxes Payable is greater than Two Hundred Fifty Thousand Dollars ($250,000) (the “Target Net Taxes Payable” ), then the Initial Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.9(b) shall also be reduced by an amount equal to the amount by which the Estimated Net Taxes Payable ex...
Pre-Closing Estimates. (a) At least five (5) Business Days prior to the scheduled Closing Date, Ardagh shall deliver to NewCo and Element a statement (the “Ardagh Estimated Closing Statement”) that sets forth a good faith estimate of (i) the amount of the Closing Indebtedness of the Ardagh Purchased Entities (the “Estimated Ardagh Closing Indebtedness”), (ii) the Closing Cash of the Ardagh Purchased Entities (the “Estimated Ardagh Closing Cash”), (iii) the Closing Working Capital Amount of the Ardagh Purchased Entities (the “Estimated Ardagh Closing Working Capital Amount”) and either the resulting Estimated Closing Working Capital Excess or Estimated Closing Working Capital Shortfall, as the case may be, in each case, together with reasonable supporting documentation, and (iv) the resulting Ardagh Initial Adjustment. The Ardagh Estimated Closing Statement shall be in the format set forth in the Ardagh Sample Closing Statement and prepared and calculated in accordance with the applicable Closing Statement Methodologies. Until two (2) Business Days prior to the Closing Date, Element may propose, and Ardagh shall consider in good faith but shall have no obligation to agree, revisions to the Ardagh Estimated Closing Statement. Unless Ardagh agrees to any such changes (in which case, the Ardagh Estimated Closing Statement shall be updated to reflect such changes), the Ardagh Estimated Closing Statement delivered by Ardagh shall be used for purposes of calculating the Ardagh Initial Adjustment.
(b) At least five (5) Business Days prior to the scheduled Closing Date, Element shall deliver to NewCo and Ardagh a statement (the “Element Estimated Closing Statement”) that sets forth a good faith estimate of (i) the amount of the Closing Indebtedness of the Exal Purchased Entities (the “Estimated Exal Closing Indebtedness”), (ii) the Closing Cash of the Exal Purchased Entities (the “Estimated Exal Closing Cash”), (iii) the Closing Working Capital Amount of the Exal Purchased Entities (the “Estimated Exal Closing Working Capital Amount”) and either the resulting Estimated Closing Working Capital Excess or Estimated Closing Working Capital Shortfall, as the case may be, in each case, together with reasonable supporting documentation, and (iv) the resulting Element Initial Adjustment. The Element Estimated Closing Statement shall be in the format set forth in the Element Sample Closing Statement and prepared and calculated in accordance with the applicable Closing Statement Methodologies. Unt...
Pre-Closing Estimates. No later than three (3) Business Days prior to the date on which the Closing is scheduled to occur, the chief financial officer of the Company shall prepare in good faith and furnish to Parent a certified statement (the “Estimate Statement”), prepared in reasonable detail, reflecting the Company’s good faith estimate of (i) Closing Indebtedness (“Estimated Closing Indebtedness”), Closing Cash (“Estimated Closing Cash”), Closing Non-Controlling Interest (“Estimated Closing Non-Controlling Interest”) (iv) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”), (v) Closing Working Capital (“Estimated Closing Working Capital”) and (vi) the Estimated Closing Working Capital Adjustment. The amounts set forth on the Estimate Statement shall be calculated in accordance with GAAP and the definitions thereof and shall be used in preparing the Unitholder Schedule and the calculation of the Estimated Aggregate Purchase Price. The Estimate Statement will include a funds flow statement with respect to the Closing, including, with respect to the Estimated Closing Transaction Expenses and the Repaid Indebtedness, the respective amounts and the bank accounts to which each of such amounts shall be paid, and supporting pay-off letters, invoices, calculations or statements.
Pre-Closing Estimates. No later than five Business Days prior to the scheduled Closing Date, Seller shall cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of (i) the Closing Working Capital Adjustment (“Estimated Closing Working Capital Adjustment”), (ii) Closing Net Indebtedness (“Estimated Closing Net Indebtedness”), (iii) the amount of Seller Transaction Expenses (“Estimated Seller Transaction Expenses”) and (iv) the Closing Purchase Price based thereon (in each case which estimates shall be subject to the review and reasonable comments of Buyer, which Seller shall consider in good faith), which Estimated Closing Statement shall be substantially in the form attached as Exhibit A hereto and prepared in accordance with GAAP consistently applied with the accounting methods used in Exhibit A and its Supporting Documentation.
Pre-Closing Estimates. (a) At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Estimated Closing Statement”), certified by the chief executive officer or chief financial officer of the Company, along with reasonable supporting documentation and detail to evidence the calculation of such amount, setting forth the Company’s good faith estimate of (i) the Cash and Cash Equivalents as of immediately prior to the Closing, disregarding any remaining balance of the proceeds from the Bridge Note (the “Estimated Cash”), (ii) the estimated Indebtedness [***] (the “Estimated Indebtedness”) and (iii) the estimated Company Transaction Expenses (the “Estimated Company Transaction Expenses”). The good faith estimate shall be prepared in accordance with the definitions of “Cash and Cash Equivalents”, “Indebtedness” and “Company Transaction Expenses” as set forth in this Agreement. The amount of such Estimated Cash, such Estimated Indebtedness and such Estimated Company Transaction Expenses shall be taken into account for purposes of calculating the Net Closing Merger Consideration. The parties agree that for purposes of preparing the Estimated Cash, such estimates shall be calculated in accordance with GAAP consistently applied with the accounting methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Audited Financial Statements. The Company shall provide a preliminary draft of the Estimated Closing Statement at least four (4) Business Days prior to the Closing Date, and will make its advisors reasonably available to Buyer and Buyer’s advisors to discuss the calculations therein, and will consider Buyer’s comments thereto in good faith.
Pre-Closing Estimates. Attached hereto as Schedule 2.9 is a statement (the “Pre-Closing Statement”), including reasonable detail and in a form reasonably satisfactory to the Buyer, certified on behalf of the Company by the Chief Executive Officer of the Company, setting forth:
(a) (i) the amount of Company Indebtedness (together with the names of the Persons who are owed the Company Indebtedness and the individual amounts for each such Person), (ii) the amount of the Company Fees and Expenses (together with the names of the Persons who are owed the Company Fees and Expenses and the individual amounts for each such Person, which estimate shall be made final not less than five (5) Business Days prior to Closing), (iii) any Approved Capital Expenditure Amounts, and (iv) a form of estimated Working Capital statement agreed to by the Buyer and the Company; and
(b) a complete and accurate capitalization table of the Company providing a list of all holders of record as of such date of (A) the Company’s Capital Stock, including both the Common Stock and the Preferred Stock, (B) any option or warrant to purchase the Company’s Common Stock or Preferred Stock and the exercise price thereof, and (C) any Equity Interest in the Company (such list delivered pursuant to this Section 2.9(b) shall contain the proper name of each such holder and their ownership interest in the Company (including the number of shares, options, warrants or other Equity Interests owned, and the conversion price of any such Equity Interest)).
Pre-Closing Estimates. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Purchaser (i) Payoff Letters, signed by an authorized officer, specifying the Debt Payoff Amounts as of Closing, along with evidence of the release and discharge of all Liens relating to Indebtedness set forth on Schedule 1.2, (ii) the Closing Certificate, and (iii) the Estimated Closing Statement. 8.9
Pre-Closing Estimates. Five days prior to the Closing Date, Alberto-Culver will provide Investor with calculations of the Adjustment Amount included in definition of Adjustment Amount and components thereof, including an estimate of Alberto-Culver Taxes, and the Estimated Required Retained Cash Amount together with such supporting data as Investor may reasonably request.
Pre-Closing Estimates. Five days prior to the Closing Date, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ will provide Investor with calculations of the Adjustment Amount and components thereof, including an estimate of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Taxes, and the Estimated Required Retained Cash Amount together with such supporting data as Investor may reasonably request.
Pre-Closing Estimates. On or prior to the date hereof, Parent shall deliver to Buyer a statement (the “Pre-Closing Statement”) setting forth Parent’s good faith estimates of (i) the Net Working Capital as of the Closing Date (such estimate, the “Estimated Working Capital”), (ii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness”), (iii) the Selling Expenses (such estimate, the “Estimated Selling Expenses”), and (iv) the unaudited balance sheet of the Company estimated as of the Closing Date, in each case reasonably acceptable to Buyer.