Closing Date Estimate. (a) Not less than three (3) business days prior to the Closing Date, Seller will give to Buyer a notice, setting forth Seller's good faith estimate as of the Closing Date of (i) the Regulatory Obligation Amount (the "Estimated Regulatory Obligation Amount") and (ii) the Non-Regulated Construction Work in Process Amount (the "Estimated Non-Regulated Construction Work in Process Amount").
Closing Date Estimate. Not less than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a notice, setting forth Seller's good faith estimate as of the Closing Date of (a) the Regulatory Obligation Amount (the "Estimated Regulatory Obligation Amount"), (b) the Non-Regulated Construction Work in Process Amount (the "Estimated Non-Regulated Construction Work in Process Amount") and (c) any Capital Expenditure Deficiency. On the Closing Date, Buyer shall pay to Seller an amount equal to the sum of (x) the Base Purchase Price, (y) the Estimated Regulatory Obligation Amount, and (z) the Estimated Non-Regulated Construction Work in Process Amount, less the Deposit and any Capital Expenditure Deficiency (the "Closing Date Payment"). The Closing Date Payment shall be made by wire transfer of immediately available funds to such account or accounts as Seller shall designate to Buyer at least two (2) Business Days prior to the Closing Date. Payments from Buyer to Seller for CBSS and SSB Accounts Receivable and from Seller to Buyer for Customer Prepayments and Customer Deposits will occur subsequent to Closing in accordance with Article X.
Closing Date Estimate. 18 3.3 Calculation of Final Purchase Price..........................19 3.3.1 Closing Date Statement...............................19 3.3.2 Disputes Regarding Closing Date Statement............19 3.3.3
Closing Date Estimate. No later than three Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a consolidated balance sheet of the Company as of the Closing Date (the “Estimated Closing Statement”), including the Company’s good faith estimates of the amounts of Closing Cash, Closing Indebtedness, Closing Working Capital and Seller Expenses, together with calculations of the Cash Merger Consideration (the “Estimated Cash Merger Consideration”) and the Estimated Price Per Share based on such estimates (which Estimated Closing Statement shall be reasonably acceptable to Parent). The Estimated Closing Statement and all amounts, estimates, determinations and calculations contained therein shall be prepared and calculated in accordance with Section 2.10(c).
Closing Date Estimate. Not less than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a notice, setting forth Seller’s good faith estimate of (1) the Regulatory Obligation Amount (the “Estimated Regulatory Obligation Amount”), (2) the Non-Regulated Construction Work in Process Amount (the “Estimated Non-Regulated Construction Work in Process Amount”), (3) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”) and (4) the Closing Date Net Working Capital Amount (it being understood, for the avoidance of doubt, that such amount shall be calculated pro forma for the completion of (i) the transactions contemplated by Sections 5.9 and 5.21, (ii) any Closing Date Distribution and (iii) the Contribution Transaction) (the “Estimated Net Working Capital Amount”).
Closing Date Estimate. MNST and Buyer agree that, pending the final determination of the Actual Working Capital as provided in Section 1.2(b) below, the estimated Working Capital as of the day before the Closing Date (the “Estimated Working Capital”) is $(17,909,400).
Closing Date Estimate. (i) MNST and Buyer agree that, pending final determination of the Actual Closing Date Indebtedness as provided elsewhere in this Section 1.3, the estimated Indebtedness as of the day before the Closing Date is $275,000 (the “Estimated Indebtedness”). It is hereby acknowledged and agreed that, for purposes of this Section 1.3 only, the term “Indebtedness” shall not include any contingent obligations.
Closing Date Estimate. No later than four (4) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Statement”) containing the Company’s good faith estimates of the amounts of Closing Cash, Closing Indebtedness, Closing Working Capital and Seller Expenses together with calculations of the Merger Consideration (the “Estimated Merger Consideration”) and the Estimated Price Per Share based on such estimates, together with such schedules and data with respect to the determination the foregoing estimates as is reasonably necessary to support such Estimated Closing Statement. The Estimated Closing Statement and all amounts, estimates, determinations and calculations contained therein shall be prepared and calculated in accordance with Section 2.10(c). The Company shall consider in good faith any revisions to the calculations set forth in the Estimated Closing Statement proposed by Parent, and the Estimated Closing Statement shall be modified to reflect any revisions agreed upon by the Company in its sole discretion.
Closing Date Estimate. No later than five Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a consolidated balance sheet of the Company as of the Closing Date (the “Estimated Closing Statement”), including the Company’s good faith estimates of the amounts of Closing Cash, Closing Indebtedness, Closing Working Capital and Seller Expenses, together with calculations of the Adjusted Merger Consideration (the “Estimated Merger Consideration”), the Common Per Share Amount, the Series D-2 Aggregate Consideration and the Series D-2 Per Share Amount based on such estimates (which Estimated Closing Statement shall be reasonably acceptable to Parent). The Estimated Closing Statement and all amounts, estimates, determinations and calculations contained therein shall be prepared and calculated in accordance with Section 2.10(c).
Closing Date Estimate. No later than two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) containing the Company’s good faith estimates of the amounts of Closing Cash, Closing Indebtedness, Closing Working Capital and Seller Expenses, together with a calculation of the Consideration taking into account such estimates (the “Estimated Consideration”) based on such estimates (which Estimated Closing Statement shall be reasonably acceptable to Purchaser). The Estimated Closing Statement and all amounts, estimates, determinations and calculations contained therein shall be prepared and calculated in accordance with GAAP consistently applied.
