Closing Estimate Sample Clauses
The Closing Estimate clause defines the process for determining and communicating the estimated financial figures that will be used at the closing of a transaction. Typically, this involves the seller preparing and delivering an estimate of key amounts such as working capital, cash, debt, or other adjustments that affect the final purchase price. This estimate is usually provided shortly before the closing date and serves as the basis for calculating the initial payment between the parties. The core function of this clause is to ensure both parties have a clear, agreed-upon understanding of the expected financial adjustments at closing, thereby reducing the risk of disputes and facilitating a smoother transaction process.
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Closing Estimate. At least three (3) Business Days prior to the Closing Date, the Shareholders’ Representative shall prepare and deliver to Buyer a statement setting forth its good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Closing Net Working Capital”), the Indebtedness of the Company and its Subsidiaries immediately prior to Closing (the “Estimated Closing Indebtedness”), unpaid Company Expenses at Closing (the “Estimated Closing Company Expenses”), Cash at Closing (“Estimated Cash”) and the allocation of the Closing Merger Consideration among the holders of Shares and Options, as contemplated by Section 1.6, which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the Contemplated Transactions), and a calculation of Estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital Statement”). The Estimated Closing Net Working Capital shall be prepared in accordance with GAAP. The Company shall provide Buyer and its Representatives reasonable access to the books, records and personnel of the Company and its Subsidiaries and their Representatives, to the extent that they relate to the Estimated Closing Net Working Capital Statement and to such historical financial information related to the Estimated Closing Net Working Capital Statement as Buyer and its Representatives reasonably request to review the Estimated Closing Net Working Capital Statement prior to Closing and raise any objections; provided, however, that by conducting its review, Buyer shall not be deemed to have waived any of its rights with respect to the Final Closing Net Working Capital or Final Closing Net Working Capital Statement; and provided further, however, that such access shall be in a manner that does not interfere with the normal business operations of the Company and its Subsidiaries and that would not reasonably be expected to result in the waiver of any legal privilege or be in violation of applicable Law.
Closing Estimate. At least three (3) business days prior to the Closing Date, Seller on behalf of Seller, shall estimate the Purchase Price Adjustment Amount and deliver to Purchaser a certificate of an officer of Seller setting forth in reasonable detail the calculation thereof. The Cash at Closing shall be adjusted as set forth in such certificate. The Purchase Price Adjustment Certificate shall include a computation of any reduction in the Purchase Price caused by the failure of one or more Seller's to deliver on the Closing Date their respective interests in the Transferred Assets.
Closing Estimate. Not more than five, nor less than two, business days prior to the Closing Date, Seller and Buyer shall, in good faith, jointly determine an estimate of the amount of Closing Date Net Working Capital; PROVIDED, however, that if Seller and Buyer cannot agree on an estimate of the amount of Closing Date Net Working Capital, such estimate shall be deemed to be equal to $51,000,000 (such estimated amount, as either jointly determined or the amount referred to above, as the case may be, the "ESTIMATED NET WORKING CAPITAL AMOUNT").
Closing Estimate. At least three business days prior to Closing, ---------------- BFC shall deliver to Buyer its good faith estimate of the Closing Inventory (the "Closing Estimate"). Such estimate shall be based on the books and records of ---------------- the Business and the valuation principles set forth in Section 2.2(c) to be used to prepare the Closing Statement (as defined in Section 2.2(c)). If the Closing Estimate is greater than the Target Inventory, then Buyer shall pay to BFC the amount of such excess at the Closing in the manner described in Section 2.1(b). If the Closing Estimate is less than the Target Inventory, then the BFC Purchase Price payable by Buyer at the Closing shall be reduced by the amount of such deficiency.
Closing Estimate. (a) No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with an estimate of the Working Capital, Closing Indebtedness and Unpaid Transaction Expenses substantially in the form set out in Schedule 2.3 (the “Closing Estimate”), together with supporting worksheets and a certificate of Seller setting forth Seller’s good faith estimate of the Inventory Value, which estimate shall be utilized for the purpose of settling for Closing, and the adjustments to the Purchase Price to be made pursuant to Section 2.4(a). The estimate of Inventory Value shall set forth MRCI’s estimates of the ownership, types, characteristics and volumes, on a tank, truck, pipeline or other location basis of all Hydrocarbon Inventory and such Hydrocarbon Inventory shall be determined in accordance with Schedule 2.6-B. Prior to the Closing Date, Seller will cooperate with Buyer for the purposes of preparing the Closing Estimate.
(b) Except as otherwise provided herein, or in the definitions of Current Assets and Current Liabilities, the items included in the calculation of Working Capital, and specifically the components of Current Assets (excluding, for greater certainty, Inventory Value) and Current Liabilities, shall be determined, and the amounts of such items shall be calculated, in the same manner as the corresponding line items were determined and calculated, and using the same policies, practices, assumptions, procedures, classifications, methods, estimates and judgments as were used, in preparing the Balance Sheets to the extent the same are in accordance with GAAP.
Closing Estimate. For purposes of the Closing, the Company shall, not less than two (2) days prior to the Closing Date, make a good-faith estimate of the Merger Price, as adjusted by the Working Capital Adjustment Amount (the “Closing Estimate”), based upon the most recent ascertainable financial information of the Company and the Subsidiaries.
Closing Estimate. On or immediately prior to the Closing, the Company shall prepare and deliver to Parent a statement setting forth its good faith estimates of Company Cash as of 12:01 a.m. Eastern time on the Closing Date and the Closing Working Capital, which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), together with certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using, so long as the same are in accordance with GAAP, the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end.
Closing Estimate. Not later than three (3) Business Days prior to the anticipated applicable Closing Date, Seller shall, in consultation with Parent, prepare and Deliver to Parent a statement in form and substance reasonably satisfactory to Parent setting forth Seller’s good-faith estimate of the Interim Period Management Fees in respect of the applicable Transferred Assets (the “Estimated Interim Period Management Fees”).
Closing Estimate. At least three business days prior to the ---------------- Closing, Seller shall deliver to Buyer its good faith estimate of the Closing Adjustment as of the last day of the month prior to Closing (the "Closing ------- Estimate"). Such estimate shall be based on the books and records of the -------- Business and the valuation principles set in Section 3.3(c) to be used to prepare the Closing Statement (as defined in Section 3.3(c)).
Closing Estimate. (a) Not less than three (3) Business Days prior to the Closing, Seller shall prepare and deliver to Buyer a statement prepared in reasonable detail reflecting Seller’s good faith estimate of the Preliminary U.S. Purchase Price.
(b) In connection with determining the Preliminary U.S. Purchase Price, Seller shall estimate the Designated Intercompany Accounts Amount as of the date immediately prior to the Closing Date (the “Estimated Designated Intercompany Accounts Amount”), the Indebtedness of the Company as of the Closing Date (the “Estimated Closing Indebtedness”), and the Company Transaction Expenses unpaid (after giving effect to any Company Transaction Expenses paid directly by Seller prior to the Closing) as of the Closing Date (the “Estimated Unpaid Company Transaction Expenses”).