Examples of Estimated Adjustment Schedule in a sentence
The Company has calculated the estimated Net Working Capital of the Company as of the commencement of business on May 31, 2001 (the "Estimated Net Working Capital"), and has presented such calculation to the Parent and the Buyer (such calculation of the Estimated Net Working Capital, as provided to the Parent and the Buyer, shall be referred to herein as the "Estimated Adjustment Schedule"), a copy of which Estimated Adjustment Schedule is attached hereto as Exhibit J.
For the avoidance of doubt, in the event that Holdco fails for any reason whatsoever to deliver the Proposed Final Adjustment Schedule to Skynet within 30 Business Days after the Closing Date, the Estimated Adjustment Amount and the Estimated Interim Taxes Due set forth in the Estimated Adjustment Schedule shall be deemed to be the Final Adjustment Amount and the Actual Interim Taxes Due, respectively, for all purposes under this Agreement.
For the avoidance of doubt, the Estimated Adjustment Amount and the Estimated Interim Taxes Due set forth in the Estimated Adjustment Schedule shall be deemed to be the Final Adjustment Amount and the Actual Interim Taxes Due, respectively, for the purposes of the Closing, subject to the post-Closing adjustments set forth in this Section 2.7.
Not earlier than three (3) days prior to the Closing Date, and prior to Closing, the Company, Per-Se, and Purchaser shall jointly calculate the estimated Net Working Capital of the Company as of the Closing Date (such calculation shall be referred to herein as the "Estimated Adjustment Schedule").
If the Estimated Closing Date Working Capital Amount set forth on the Estimated Adjustment Schedule (i) exceeds zero, the Purchase Price payable to Seller at the Closing shall be increased by an amount equal to such surplus, or (ii) is less than zero, the Purchase Price payable to Seller at the Closing shall be decreased by an amount equal to such deficiency (such upward or downward adjustment pursuant to this Section 1.3 is hereinafter referred to as the “Estimated Adjustment Amount Due”).