Closing Estimate definition
Examples of Closing Estimate in a sentence
The cash portion, or the aggregate liquidation and redemption value of the Preferred Stock portion, as the case may be, of the Purchase Price shall be estimated by the parties at the Closing, in good faith and consistent with past accounting practices and procedures (the "Closing Estimate"), and finalized after the Closing in accordance with Section 2.6.
At the Closing, Acquiror shall deposit with the Escrow Agent, an amount equal to the Adjustment Escrow Amount and the same shall be subject to reduction pursuant to Section 2.4 (Closing Estimate and Post-Closing Adjustment for Consideration) and the Escrow Agreement (the account(s) into which such amounts are deposited, the “Adjustment Escrow Account”).
Seller shall consult in good faith with Purchaser in the preparation of the Closing Estimate, shall use its reasonable commercial efforts to provide Purchaser with a draft thereof showing the components of Estimated Net Debt (together with any supporting work papers) at least six Business Days prior to the Closing Date, and shall consider in good faith any comments provided by Purchaser prior to preparing the final calculation of the Estimated Purchase Price.
The Adjustment Escrow Account shall be used exclusively to satisfy amounts payable to Acquiror, if any, pursuant to Section 2.4 (Closing Estimate and Post-Closing Adjustment for Consideration).
Seller agrees it shall prepare the Closing Estimate in accordance with, as applicable, the definitions of “Closing Net Debt” and “Estimated Purchase Price” set forth herein and, in the case of the Estimated Net Debt, the Accounting Principles, and each of Seller and Seller Parent shall deliver, together with the Closing Estimate, any supporting documentation and additional information as may be reasonably requested by Purchaser with respect to the amounts set forth in the Closing Estimate.
Not less than two (2) business days prior to the Closing Date, the Company shall deliver to the Buyer a good faith estimate of the Closing Date Deduction (a "Closing Estimate"), which shall be used for the calculation of the Purchase Price.
The components of the Purchase Price will be determined for the purpose of Closing according to the Closing Estimate under Section 2.4.
Subject only to the adjustment provided in Section 3.2 and the holdback provided in Section 3.4, the Closing Cash Consideration set forth in the Closing Estimate shall be final and conclusive and binding for purposes of this Agreement.
The final Purchase Price will be determined, and any necessary adjustment payments will be made, following the Closing in accordance with the provisions of Section 2.7, Section 2.8 and Section 2.9. The Closing Estimate Payment will be determined on a basis consistent with the Accounting Principles.
Any funds in the Adjustment Escrow Account not so used shall be distributed in accordance with Section 2.4 (Closing Estimate and Post-Closing Adjustment for Consideration) and the Escrow Agreement to the Alabama Partners (in their capacity as API Partners), based on applicable Ownership Percentages.