Estimated Closing Adjustment. At least five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to Purchaser a statement (the “Estimated Closing Date Statement”), reasonably acceptable to Purchaser, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (i) the amount of each of (A) Indebtedness remaining unpaid as of immediately prior to the Closing, (B) Change of Control Payments remaining unpaid as of immediately prior to the Closing, (C) Company Transaction Expenses, and (D) accrued Pre-Closing Taxes remaining unpaid as of immediately prior to the Closing, and (ii) the resulting calculation of the Purchase Price under Section 2.6(a) (the “Estimated Purchase Price”). The Estimated Closing Date Statement and the calculations thereunder shall be prepared and calculated by the Sellers’ Representative in good faith. In the event the Sellers’ Representative and Purchaser are unable to reach agreement as to the calculation of the Estimated Purchase Price, the Estimated Purchase Price shall be deemed to equal the Sellers’ Representative’s calculation of the Estimated Purchase Price.
Estimated Closing Adjustment. At least five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to Purchaser a statement (the “Estimated Closing Date Statement”), reasonably acceptable to Purchaser, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (i) Closing Net Working Capital and the components thereof, (ii) the amount of each of (A) Indebtedness remaining unpaid immediately prior to the Closing, (B) Change of Control Payments remaining unpaid immediately prior to the Closing, (C) Company Transaction Expenses, (D) Pre-Closing Taxes remaining unpaid at the Closing, and (E) Closing Company Cash, and (iii) the resulting calculation of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”). The Estimated Closing Date Statement and the calculations thereunder shall be prepared and calculated by the Sellers’ Representative in good faith.
Estimated Closing Adjustment. (i) No later than the Wednesday immediately before the Closing, Parent shall prepare and deliver to Buyer a statement (the “Estimated Closing Adjustment Statement”) setting forth its good faith estimate of Sellers’ Current Receivables, Delinquent Receivables, Cash on Hand, Prepaid Rent, and Current Liabilities as of 11:59 p.m. on the calendar day prior to the Closing Date (each, an “Estimated Amount”), which statement shall contain a calculation of Sellers’ Current Receivables and Delinquent Receivables as of 11:59 p.m. on the calendar day prior to the Test Date and a reconciliation thereof with Parent’s Estimated Amount of Sellers’ Current Receivables and Delinquent Receivables, and a certificate of the Chief Financial Officer of Parent that such statement was prepared and each Estimated Amount was determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies, and procedures, with consistent classifications, judgments, and valuation and estimation methodologies (in each case except as specifically modified as provided in this Agreement for purposes of determining Current Receivables, Delinquent Receivables, Cash on Hand, Prepaid Rent, and Current Liabilities) that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end and the Interim Financial Statements as if such Estimated Closing Adjustment Statement was being prepared and audited as of a fiscal year end or such interim period, as applicable. The Seller Parties shall make their senior financial officers reasonably available to answer any questions of Buyer regarding such statement.
Estimated Closing Adjustment. Prior to the Closing, Sellers have delivered to Buyer (i) a certificate setting forth its good faith estimate of the Closing Date Working Capital (the “Estimated Closing Date Working Capital”) and (ii) the documentation underlying Sellers’ calculation of the Estimated Closing Date Working Capital. Furthermore, Sellers shall provide any and all additional information and documentation reasonably requested by Buyer to support the Estimated Closing Date Working Capital. The Closing Cash Payment shall be increased by the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Target Working Capital or the Closing Cash Payment shall be decreased by the amount, if any, by which the Estimated Closing Date Working Capital is less than the Target Working Capital.
Estimated Closing Adjustment. Before the date of this Agreement, the Company has delivered to Parent a statement (the “Estimated Closing Date Statement”), so designated and reasonably acceptable to Parent, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (i) Closing Net Working Capital and the components thereof; (ii) the amount of each of (A) Indebtedness remaining unpaid as of immediately before the Closing, (B) Change of Control Payments remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Change of Control Payments), (C) Company Transaction Expenses, (D) Accrued Compensation remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Accrued Compensation), (E) Deferred Compensation remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Deferred Compensation), (F) Pre-Closing Taxes (including without limitation any Pre-Closing Taxes arising as a result of the Taxable Spinout) remaining unpaid as of immediately before the Closing, and (G) (without duplication) employer-side taxes on all such unpaid Accrued Compensation and all such unpaid Deferred Compensation; and (iii) the resulting calculation of the Merger Consideration (the “Estimated Merger Consideration”). The Company represents and warrants to Parent and Merger Sub that the Estimated Closing Date Statement and the calculations thereunder were prepared and calculated by the Company in good faith.
Estimated Closing Adjustment. The Estimated Closing Adjustment set forth on Schedule III represents Seller’s good faith estimate of the Closing Adjustment (including reasonably detailed supporting calculations), calculated in accordance with GAAP and using the same accounting methodologies, principles and procedures applied by Seller in the preparation of the Balance Sheet.
Estimated Closing Adjustment. No more than seven Business Days and not less than three Business Days prior to the anticipated Closing Date, Seller shall deliver to Purchaser a written statement (the “Estimated Adjustment Statement”) setting forth in reasonable detail (A) Seller’s good faith estimate of (1) Net Working Capital (“Estimated Net Working Capital”) calculated in the manner set forth on Schedule 2.03, accompanied by an estimated balance sheet of the Company as of the Measurement Time, and (2) Closing Date Cash (“Estimated Closing Date Cash”), and (B) Seller’s calculation of the Estimated Closing Adjustment and the Closing Date Payment. The Estimated Adjustment Statement shall include all supporting calculations and records. Seller shall provide Purchaser with a reasonable opportunity to review and comment on the components of the Estimated Adjustment Statement after delivery of the Estimated Adjustment Statement and prior to the Closing. Seller shall provide, and shall cause the Company to provide, Purchaser and Purchaser’s independent accountant and financial advisor, at no expense to Purchaser, access to the working papers, accounting and other books and records of the Business and the appropriate personnel to the extent reasonably required to complete its review of the Estimated Adjustment Statement.
Estimated Closing Adjustment. Buyer and Seller acknowledge and have agreed upon the Closing Adjustment attached as Schedule 4 and prepared in accordance with Section 1.3(b) of the PSA, setting forth the Estimated Purchase Price for the Assets to be purchased, the amount of each adjustment to the Purchase Price and the calculation of each such adjustment used to determine each such amount.
Estimated Closing Adjustment. This Estimated Closing Adjustment is delivered by EQT Gathering, LLC pursuant to Section 1.3(b) of the Purchase and Sale Agreement, dated as of January 3, 2011, by and between EQT Gathering, LLC and MarkWest Energy Appalachia, L.L.C. (the “PSA”). Capitalized terms used but not defined herein have the meanings set forth in the PSA. **
Estimated Closing Adjustment. For purposes of determining the Closing Cash Payment payable by Buyer at the Closing, prior to the Closing Date, Shareholders shall, in consultation with Company and based on the Company's financial statements, prepare and deliver to Buyer the Estimated Closing Statement, which shall include an estimated calculation of the Closing Adjustment as of the Effective Time (the "Estimated Closing Adjustment"). In the event Buyer shall object to any of the information set forth on the Estimated Closing Statement including the Estimated Closing Adjustment the parties shall negotiate in good faith and agree on
