Closing Date Purchase Price Adjustment. (i) Not later than three Business Days prior to the Closing Date, the Company shall prepare and provide Purchaser with an estimated balance sheet of the Company as of the opening of business on the Closing Date (the “Estimated Closing Balance Sheet”) and a statement of the estimated Closing Working Capital (as defined in Section 2.4(b)(i) below), derived from the Estimated Closing Balance Sheet (“
Closing Date Purchase Price Adjustment. At least five (5) business days prior to the Closing Date, Seller shall prepare and deliver to Purchaser an estimated combined balance sheet of the Companies and their Subsidiaries as of the month end immediately preceding the Closing Date (the “Estimated Closing Date Balance Sheet”), which shall include the Working Capital as of such month-end date (“Estimated RQ Working Capital”). The Estimated Closing Date Balance Sheet and the Estimated RQ Working Capital shall be prepared in good faith and in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with the Financial Statements. Within 24 hours of notice, Seller shall provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Closing Date Balance Sheet. No later than two (2) business days prior to the Closing Date, Purchaser shall notify Seller of any objections to the Estimated Closing Date Balance Sheet, which notice shall state in reasonable detail the basis for Purchaser’s objections. If Purchaser has any objections, Purchaser and Seller shall attempt in good faith to resolve any such objections; provided, however, that in the event that any such objections are not resolved prior to Closing, the Estimated Closing Date Balance Sheet shall remain as initially delivered to Purchaser for all purposes hereunder. The Purchase Price to be paid at Closing by Purchaser shall, (i) if the Estimated RQ Working Capital is a positive amount, be increased by such amount, or, (ii) if the Estimated RQ Working Capital is a negative amount, be decreased by such amount.
Closing Date Purchase Price Adjustment. On the Closing Date, a Purchase Price adjustment shall be made as follows:
Closing Date Purchase Price Adjustment. Each applicable Purchase Price shall be adjusted on the applicable Closing Date (and prior to the consummation of the applicable Closing) as follows: to the extent that the unaudited balance sheet(s) as of February 28, 2019 relating to the applicable Individual Portfolio (each, an “Estimated Deemed Closing Date Balance Sheet”) is/are available, not later than five (5) Business Days before the applicable Closing Date, Seller shall have delivered to Buyer such Estimated Deemed Closing Date Balance Sheet, together with a calculation, based on the applicable Estimated Deemed Closing Date Balance Sheet, of the amount of the Estimated Deemed Closing Date Working Capital Amount and the Estimated Closing Date Working Capital Adjustment. If, within three (3) Business Days following delivery of the applicable Estimated Deemed Closing Date Balance Sheet and the calculation of the amount of the applicable Estimated Deemed Closing Date Working Capital Amount and Estimated Closing Date Working Capital Adjustment, Buyer does not object in writing thereto to Seller, then the applicable Purchase Price shall be decreased by the amount of the applicable Estimated Closing Date Working Capital Adjustment if that amount is positive and, for the avoidance of doubt, no adjustment shall be made to the Purchase Price if the Estimated Closing Date Working Capital Adjustment is not positive. The applicable Closing shall not be contingent on, or delayed by, agreement over the applicable Estimated Deemed Closing Date Balance Sheet or calculations of the applicable Estimated Deemed Closing Date Working Capital Amount or Estimated Closing Date Working Capital Adjustment.
Closing Date Purchase Price Adjustment. (i) Not later than three days prior to the Closing Date, the Shareholder shall provide Purchaser with an estimated balance sheet of the Company as of the open of business on the Closing Date (the “Estimated Closing Balance Sheet”) and a statement of the estimated Closing Working Capital, derived from the Estimated Closing Balance Sheet (“Estimated Closing Working Capital”), which Estimated Closing Working Capital is attached hereto as Schedule I. The Estimated Closing Balance Sheet and Estimated Closing Working Capital shall be prepared by the Company and the Shareholder in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Company’s Financial Statements for the most recent fiscal year end as if such Estimated Closing Balance Sheet and Estimated Closing Working Capital were being prepared as of a fiscal year end.
Closing Date Purchase Price Adjustment. (i) Not later than three (3) Business Days prior to the Closing Date, the Sellers' Representative shall provide Purchaser with an estimated balance sheet of the Company and the Subsidiaries as of the open of business on the Closing Date (the "Estimated Closing Balance Sheet"), a statement of the estimated Closing Working Capital (as defined in Section 3.3(b)(i) below), derived from the Estimated Closing Balance Sheet ("Estimated Closing Working Capital"), a statement of the estimated Indebtedness of the Company as of the open of business on the Closing Date, derived from the Estimated Closing Balance Sheet (the "Estimated Closing Indebtedness"), and a statement of the estimated Cash and Cash Equivalents of the Company as of the open of business on the Closing Date (the "Estimated Closing Cash"), each in the form set out in Schedule 3.3(b). The Estimated Closing Balance Sheet, Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash shall be prepared by the Sellers in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Company's audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Balance Sheet, Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash were being prepared and audited as of a fiscal year end, subject to the accounting principles set forth on Schedule 3.3(a)(i) (the "Agreed Principles").
Closing Date Purchase Price Adjustment. (a) At least 3 days prior to the anticipated First Closing Date, each Seller shall deliver to Buyer an estimated Closing Date Balance Sheet of such Seller and an estimate of the Adjustment Amount as of the anticipated First Closing Date (the “Estimated Adjustment Amount”), together with such supporting documentation and other data as is reasonably necessary to substantiate such estimate. All accounting calculations and terms shall be in accordance with GAAP and, to the extent not in violation of GAAP, consistently applied with the Year End Balance Sheet. Each Seller will provide Buyer and its representatives with prompt access to such books, records, employees and auditors of such Seller as Buyer may reasonably request in order to verify the determination of the Estimated Adjustment Amount.
Closing Date Purchase Price Adjustment. (i) Prior to the Closing Date, the Acquired Company has provided the Buyer with an estimated consolidated balance sheet of the Acquired Company as of the open of business on the Closing Date (the “Estimated Closing Balance Sheet”) and a statement of the estimated Closing Working Capital, derived from the Estimated Closing Balance Sheet (“
Closing Date Purchase Price Adjustment. Not later than two Business Days prior to the Closing Date, the Company shall provide Parent with a written statement (the "Estimated Statement") setting forth the Company’s good faith estimates of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the Cash (the “Estimated Cash”), and (iv) the Unpaid Transaction Expenses (the “Estimated Transaction Expenses”), in each case, together with reasonable supporting or underlying documentation used in the preparation thereof. The Estimated Closing Working Capital shall be prepared by the Company in accordance with GAAP applied using the same accounting principles and procedures that were used in the preparation of the 2015 Audited Financial Statements as if such Estimated Closing Working Capital were being prepared and audited as of a fiscal year end.
Closing Date Purchase Price Adjustment. The Base Purchase Price is based on Vendor delivering to Purchaser at the Closing Time $40,000,000 of Net Inventory (“Target Net Inventory”). The Base Purchase Price shall be adjusted at Closing as follows: (A) for every $1.00 by which Net Inventory at the Closing Time exceeds Target Net Inventory, up to $42,000,000, the Base Purchase Price will be increased by $0.50, (B) for every $1.00 by which Net Inventory at the Closing Time exceeds $42,000,000, the Base Purchase Price will be increased by $0.25, (C) for every $1.00 by which Net Inventory at the Closing Time is less than Target Net Inventory, down to $37,000,000, the Base Purchase Price will be decreased by $0.50, (iv) for every $1.00 by which Net Inventory at the Closing Time is less than $37,000,000, the Base Purchase Price will be decreased by $0.75.
