Estimated Cash Purchase Price. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), together with reasonable supporting documentation, setting forth Seller’s good faith estimate of the amounts of the Net Working Capital (the “Estimated Working Capital”) and the Assumed Indebtedness (the “Estimated Assumed Indebtedness”), and, based thereon, its good faith estimate of the Cash Purchase Price (such estimated amount, the “Estimated Cash Purchase Price”). Seller shall prepare the Estimated Closing Statement in accordance with the Accounting Principles. Following the delivery of the Estimated Closing Statement, Seller shall provide Buyer and its Representatives with reasonable access to work papers and other books and records for purposes of assisting Buyer in its review of the Estimated Closing Statement. Prior to the Closing, Seller shall consider in good faith any revisions to the Estimated Closing Statement raised by Buyer in connection with its review of the Estimated Closing Statement (which shall be modified to include any such revisions accepted by Seller in good faith). In connection with the preparation of the Estimated Closing Statement, within seven (7) days prior to the Closing, Buyer shall have the opportunity to cause Seller to conduct a physical count of the Acquired Inventory, which Buyer and its Representatives may observe.
Estimated Cash Purchase Price. No later than five (5) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a certificate of the Seller reasonably acceptable to the Buyer and executed on the Seller’s behalf by an authorized officer of the Seller that sets forth in reasonable detail the Seller’s reasonable good faith estimate of the Adjustment Amount (the “Estimated Adjustment Amount”) and each component thereof for purposes of calculating the Closing Payment to be paid in connection with the Closing (which such calculations shall include reasonable supporting schedules); provided that if the Buyer objects in good faith to the Seller’s calculation of the Estimated Adjustment Amount by written notice to the Seller delivered at least two (2) Business Days prior to the Closing Date, the Seller shall consider such objections in good faith, but the Seller’s determination of the Estimated Adjustment Amount shall be final and binding for purposes of calculating the Closing Payment.
Estimated Cash Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Cash Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.2.1, at least three (3) Business Days prior to the Closing Date but no more than ten (10) Business Days prior to the Closing Date, the Main Sellers shall deliver to the Purchaser their good faith estimate of the Closing Date Net Working Capital Transferred (the “Estimated Closing Date Net Working Capital Transferred”) setting forth in reasonable detail the Main Sellers’ calculation thereof. The Main Sellers’ calculation of the Estimated Closing Date Net Working Capital shall be subject to the review and approval of the Purchaser, which approval shall not be unreasonably withheld. The Main Sellers shall cooperate with the Purchaser and shall provide such information as may be reasonably requested in connection with such review.
Estimated Cash Purchase Price. The Estimated Cash Purchase Price, less the Indemnity Escrow Amount (which shall deposited into the Indemnity Escrow Account by Purchase pursuant to Section 3.2(b)) in the manner specified in Section 3.2(a);
Estimated Cash Purchase Price. For the purpose of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Buyer to Seller at the Closing, Seller shall in good faith prepare a calculation of the Closing Working Capital (such amount, the “Estimated Closing Working Capital”), the Closing Net Indebtedness (such amount, the “Estimated Net Indebtedness”), the Capex Adjustment (the “Estimated Capex Adjustment”), the Capex Payables (the “Estimated Capex Payables”) and the Franchisee Adjustment Amount (the “Estimated Franchisee Adjustment Amount”) in each case based on a good faith estimate by Seller of such amount, if any such adjustment shall be applicable. Seller’s calculation of such amounts is set forth in Annex 2.3.
Estimated Cash Purchase Price. Not more than five (5) Business Days nor less than two (2) Business Days prior to the Closing, Fansteel shall deliver to Xxxxxxxxx in writing a reasonable, good faith estimate (the "Estimate Certificate") of the Cash Purchase Price determined in accordance with Section 3.1.1 (but without regard for any Receivables Reserve, which shall be determined after the Closing pursuant to Section 3.1.5) and using the most recent financial information available (the "Estimated Cash Purchase Price"), including the details for such estimate, with such details to include an estimate of each component thereof, as specified in the definition of "Cash Purchase Price". The Estimated Cash Purchase Price shall be prepared, to the extent applicable, in accordance with GAAP consistently applied from period to period and shall not exceed $2,000,000.
Estimated Cash Purchase Price. No later than three (3) Business Days prior to the Closing, the Chief Financial Officer of the Company shall deliver to Buyer a signed certificate setting forth the Sellers’ good faith estimate of the Cash Purchase Price (the “Estimated Cash Purchase Price”), which shall be based on (i) the Base Cash Consideration and (ii) Representative’s good faith estimates of (A) the amount of Closing Date Indebtedness, (B) the amount of Company Expenses, (C) the amount of Cash and Cash Equivalents, (D) the Net Working Capital Adjustment and (E) the Change in Control Payments.
Estimated Cash Purchase Price. At Closing, the Purchaser shall (i) deliver the Seller Note to the Sellers (and the related documentation required by Section 7.3(c)) and (ii) pay to the Sellers, by wire transfer of immediately available funds to an account or accounts designated by Sellers, an amount equal to (the “Estimated Cash Purchase Price”):
Estimated Cash Purchase Price. The term “Estimated Cash Purchase Price” means the amount resulting from: (i) One Hundred Fifteen Million and No/100ths Dollars ($115,000,000.00) (the “Base Consideration”) plus (ii) the Estimated Net Working Capital Adjustment Amount (if the Estimated Net Working Capital Adjustment Amount is a positive number), minus (iii) the absolute value of the Estimated Net Working Capital Adjustment Amount (if the Estimated Net Working Capital Adjustment Amount is a negative number). The Estimated Cash Purchase Price shall be subject to adjustment following the Closing pursuant to Section 2.6 (as so adjusted, the “Purchase Price”).
Estimated Cash Purchase Price. (a) At least four (4) Business Days prior to the Closing Date, Parent shall deliver to Buyer a statement with its good faith estimate (as certified by Parent’s and the Company’s respective chief financial officers) of the Cash Purchase Price (the
