Estimated Adjustment Amount Sample Clauses

Estimated Adjustment Amount. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror an updated Distribution Waterfall Schedule, an unaudited consolidated balance sheet of the Company Group (the “Estimated Closing Balance Sheet”) and an estimated closing statement (the “Estimated Closing Statement”) setting forth, with reasonable supporting detail, its good faith estimate of (i) the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (ii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iii) the Holder Expenses (the “Estimated Holder Expenses”), (iv) the Closing Date Cash (the “Estimated Closing Date Cash”), (v) the Closing Date Other Adjustment Amount (the “Estimated Closing Date Other Adjustment Amount”), (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities (the “Estimated Current Blocker Tax Liabilities”). The Estimated Closing Balance Sheet and the Estimated Closing Statement shall be prepared in accordance with the Agreed Accounting Principles. A portion of the sample Estimated Closing Balance Sheet and Estimated Closing Statement calculated as of November 5, 2018 are included as Schedule 2.6, which portion shows only a sample calculation of the Estimated Closing Date Net Working Capital and a sample calculation of the Estimated Closing Date Other Adjustment Amount. Prior to the Closing, the Company shall consider in good faith any comments that the Acquiror has on the Estimated Closing Balance Sheet and the Estimated Closing Statement and work with the Acquiror in good faith to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve any comments prior to the Closing, the amounts of the Estimated Closing Date Net Working Capital, Estimated Closing Date Indebtedness, Estimated Holder Expenses, Estimated Closing Date Cash, Estimate Closing Date Other Adjustment Amount and Estimated Current Blocker Tax Liabilities as reflected in the Estimated Closing Balance Sheet and Estimated Closing Statement delivered by the Company shall be used for purposes of calculating the Closing Consideration and Blocker Company Payment.

Estimated Adjustment Amount. No later than two Business Days prior to the Closing Date, Weyerhaeuser shall prepare and deliver to Parent a statement setting forth Weyerhaeuser’s good faith estimate of the Adjustment Amount (such estimate, the “Estimated Adjustment Amount”). If the Estimated Adjustment Amount is a positive amount, Parent shall, at the Closing, pay to WNR the Estimated Adjustment Amount. If the Estimated Adjustment Amount is a negative amount, Weyerhaeuser shall cause WNR to, at the Closing, pay to Parent the absolute value of the Estimated Adjustment Amount.

Estimated Adjustment Amount. At least three (3) Business Days, but no more than five (5) Business Days, prior to the Closing Date, the Company shall deliver to Purchaser (i) payoff letters in respect of all Funded Indebtedness of the Company that is unpaid as of the Closing, and (ii) a certificate signed by an authorized officer of the Company, certifying as to the Company’s good faith estimate of (A) the aggregate amount of Cash of the Company as of the Adjustment Calculation Time, (B) Net Working Capital, (C) the Transaction Expenses of the Stockholder or any of its Affiliates that are unpaid as of the Closing, and (D) the Adjustment Amount (the “Estimated Adjustment Amount”), including in each case reasonable detail with supporting documentation. If the Estimated Adjustment Amount is a negative number, the Closing Payment shall be decreased by the Estimated Adjustment Amount; if the Estimated Adjustment Amount is a positive number, the Closing Payment shall be increased by the Estimated Adjustment Amount.

Estimated Adjustment Amount. (a) Not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Estimated Adjustment Amount Statement”) setting forth in reasonable detail in each case as of the Closing Date (1) the Company’s good faith estimated Net Working Capital Shortfall (the “Estimated Net Working Capital Shortfall”) and the calculation thereof, (2) the Company’s good faith estimated Net Cash Balance (the “Estimated Net Cash Balance”) and the calculation thereof, (3) the Company’s good faith estimated Adjustment Amount (the “Estimated Adjustment Amount”) and the calculation thereof, each in a form reasonably acceptable to Purchaser. The Estimated Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company. (b) For purposes of the calculation of the Estimated Net Working Capital Shortfall, the Estimated Net Cash Balance, the Net Working Capital Shortfall and the Net Cash Balance, such amounts shall be calculated in U.S. dollars and if any underlying amounts to be used in these calculations are expressed in other currencies, such underlying amounts will be converted into U.S. dollars at the exchange rate specified in The Wall Street Journal, Eastern Edition, on the close of business in New York, New York on the day immediately prior to the date of the Estimated Adjustment Amount Statement.

Estimated Adjustment Amount. Seller shall deliver to Buyer, not less than three business days prior to the Closing Date, a certificate, signed by Parent's chief financial officer (or the principal financial officer of Parent, if Parent does not then have a chief financial officer), setting forth (i) an estimated Closing Balance Sheet, (ii) an estimate of the Closing Net Asset Value and (iii) an estimate of the Adjustment Amount (the "Estimated Adjustment Amount"); provided however, that if the estimate of the Adjustment Amount is greater than zero, then the Estimated Adjustment Amount shall equal zero. The estimated Closing Balance Sheet, the estimate of the Closing Net Asset Value and the Estimated Adjustment Amount will each be determined and prepared according to the principles set forth in Section 2.5(a) and (b).

Estimated Adjustment Amount. (a) Within ten Business Days prior to the Closing Date, and in no event less than five Business Days prior to the Closing Date, Keystone shall deliver to the Acquiror a certificate signed by the Chief Financial Officer of Keystone attaching a statement setting forth (i) the Transaction Tax Benefit Amount and (ii) its reasonable, good faith estimate of the Net Working Capital as of the Closing Date (the "Estimated Closing Date Net Working Capital") in substantially the form of the Statement of Net Working Capital, each of which shall be reasonably acceptable to Acquiror. The Estimated Closing Date Net Working Capital shall be determined in accordance with GAAP using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Interim Balance Sheet, and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby other than as set forth in the footnotes on Exhibit D attached hereto. (b) The "Estimated Adjustment Amount," which may be positive or negative, means (i) the sum of (x) the Estimated Closing Date Net Working Capital plus (y) the Transaction Tax Benefit Amount, minus (ii) the amount of the Target Working Capital. For purposes of the Closing (and the payments to be made pursuant to Section 2.5 at the Closing), if the Estimated Adjustment Amount is a positive number, then the Aggregate Enterprise Value will be increased by the Estimated Adjustment Amount, or if the Estimated Adjustment Amount is a negative number, the Aggregate Enterprise Value will be decreased by the absolute value of the Estimated Adjustment Amount.

Estimated Adjustment Amount. At least one (1) Business Day, but no more than three (3) Business Days, prior to the Closing Date, the Company shall deliver to Purchaser (i) payoff letters in respect of all Funded Indebtedness of the Company and the Company Subsidiaries that is unpaid as of the Closing, and (ii) a certificate signed by an authorized officer of the Company, certifying as to the Company’s good faith estimate of (A) the aggregate amount of Cash of the Company and the Company Subsidiaries as of the Adjustment Calculation Time, (B) Net Working Capital (the “Estimated Net Working Capital”), (C) the Transaction Expenses of the Company and the Company Subsidiaries that are unpaid as of the Closing, (D) the aggregate amount of Transaction Bonuses and related payroll Taxes, and (E) the Adjustment Amount (the “Estimated Adjustment Amount”), including in each case reasonable detail with supporting documentation. If the Estimated Adjustment Amount is a negative number, the Closing Stockholder Payment shall be decreased by the Estimated Adjustment Amount; if the Estimated Adjustment Amount is a positive number, the Closing Stockholder Payment shall be increased by the Estimated Adjustment Amount.

Estimated Adjustment Amount. 2.3.1 At least three (3) Business Days prior to the Closing Date (but no earlier than seven (7) Business Days prior to the Closing Date), Navistar shall deliver to Investor a written statement (the “Estimated Closing Statement”), prepared in accordance with the items expressly applicable to the Estimated Closing Statement or, as applicable, the components thereof in Schedule 1.2(b), for the avoidance of doubt including, as applicable, Section 1 of Schedule 1.2(b), setting forth Navistar’s good faith estimate of the Adjustment Amount as of the Closing Date (the “Estimated Adjustment Amount”), together with reasonable supporting calculations and documentation. To the extent reasonably necessary to review the Estimated Closing Statement, Investor and its accountants and other representatives shall be permitted reasonable access upon reasonable advance notice and at reasonable times (and during normal business hours) to review the Subject Companies’ and Navistar’s books and records and any work papers (subject to customary access letters), in each case to the extent related to the preparation of the Estimated Closing Statement and to the Subject Companies’ and Navistar’s employees and accountants involved in such preparation. In addition, Investor and its accountants and other representatives may make reasonable inquiries of Navistar, the Subject Companies and their respective accountants regarding questions or disagreements relating to the Estimated Closing Statement. Navistar and the Company shall reasonably cooperate with and respond reasonably promptly to such inquiries (to the extent (a) related to the preparation of the Estimated Closing Statement and (b) responses thereto are within their reasonable control), and Navistar and the Company shall each use its, and shall cause the Subject Companies to use their, commercially reasonable efforts to direct any such accountants to reasonably cooperate with and respond reasonably promptly to such inquiries (to the extent (i) related to the preparation of the Estimated Closing Statement and (ii) responses thereto are within the reasonable control of the Subject Companies and Navistar). Navistar shall consider in good faith any reasonable comments Investor has to the Estimated Closing Statement and, to the extent Navistar reasonably deems it to be appropriate, revise the Estimated Closing Statement to reflect such reasonable comments. Any such revised Estimated Closing Statement shall constitute the Estimated Clos...

Estimated Adjustment Amount. Not less than eight (8) Business Days prior to the expected Closing Date, Seller shall deliver to Purchaser a written statement (the “Estimated Adjustment Amount Statement”) setting forth Seller’s good faith calculation of the estimate of the Adjustment Amount as of the Deemed Closing Time (the “Estimated Adjustment Amount”), along with reasonable supporting documentation, which estimate shall be based on Seller’s review of the financial information and other books and records of the Acquired Companies and shall be used in determining the payment of the Estimated Purchase Price referred to in Section 1.2.