Estimated Closing Payment Sample Clauses

Estimated Closing Payment. Not less than two (2) Business Days prior to the Closing Date, the Seller will deliver to the Buyer a statement, prepared in consultation with the Buyer (the “Pre-Closing Statement”), that will set forth the Seller’s good faith estimate of (a) the Cash Amount, (b) the Closing Indebtedness, (c) the Transaction Expenses Amount, (d) the Working Capital (the “Estimated Working Capital”) and based on the Estimated Working Capital, the Working Capital Surplus, if any, or the Working Capital Deficit, if any, (e) the Deferred Payroll Tax Liability, (f) the Hospice Cap Liability, and (g) based on the immediately preceding clauses (a) through (f) and after taking into account the Escrow Amount, the Closing Payment (the “Estimated Closing Payment”); provided, however, that if Buyer and Seller, acting reasonably and in good faith, are unable to agree upon one or more items to be set forth in the Pre-Closing Statement, then the Pre-Closing Statement as proposed by Seller (as modified (if at all) based upon the agreement of Buyer and Seller), shall be the Pre-Closing Statement used in the final calculation of the Estimated Closing Payment unless the aggregate amount in dispute is Material; provided further, that Buyer’s payment of the Estimated Closing Payment shall not constitute Buyer’s agreement with the calculations or methodologies utilized within the Pre-Closing Statement. The Pre-Closing Statement shall set forth the names of each Person to be paid pursuant to Section 1.02(a) above, the amounts to be paid to each such Person, and the wire transfer instructions for each such Person, and the Buyer shall be entitled to rely thereon in making such payments and shall not be responsible for the calculations or the determinations regarding such calculations in the Pre-Closing Statement.
Sample 1
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Estimated Closing Payment. The amount of the Estimated Closing Payment has been calculated using the Estimated Closing Liability Amount, the Estimated Closing Cash Amount, and the Estimated Seller Transaction Expenses set forth in the Estimated Closing Statement, which shall be subject to a “true-up” adjustment after the Closing pursuant to Section 2.17(f).
Sample 1
Estimated Closing Payment. The “Estimated Closing Payment” is equal to the amount of $3,500,000 (a) less the amount of any estimated Indebtedness (b) plus the amount of cash on the Closing Date Financial Statements. The “Estimated Closing Payment” is $3,500,000, and has been calculated as to the best estimates of the Vendor of the Indebtedness at the Closing Date as based on the most recent internally prepared balance sheet of the Company and calculated as nearly as possible in the manner in which the Closing Date Financial Statements are prepared.
Sample 1
Estimated Closing Payment. Seller has delivered to Purchaser a proposed unaudited balance sheet of the Company as of immediately prior to the Effective Date (without giving effect to the consummation of the transactions contemplated by this Agreement) (the “Estimated Balance Sheet”), together with a proposed calculation of (i) estimated Cash (the “Estimated Cash”) (ii) the estimated Poolable Advances (the “Estimated Poolable Advances”), (iii) the estimated Pre-Paid Expenses (the “Estimated Pre-Paid Expenses”), (iv) the estimated Accrued Expenses (the “Estimated Accrued Expenses”), (v) the estimated Net Loans Adjustment (the “Estimated Net Loans Adjustment”), and (vi) the Estimated Closing Payment based on such amounts (the proposed Estimated Balance Sheet and the proposed calculations set forth in clauses (i) through (vi) above, collectively, the “Estimated Statements”) together with such reasonably detailed data and calculations appropriate to support the Estimated Statements. The Estimated Statements have been calculated as of the close of business on July 31, 2013 (the “Determination Time”), have been prepared by Seller in good faith in accordance with GAAP, consistently applied, and have been certified by the Chief Financial Officer of the Company or other officer of the Company or Seller reasonably acceptable to Purchaser.
Sample 1
Estimated Closing Payment. (i) Not less than three Business Days prior to the Closing, Buyer shall deliver to the Company and the Representative its good faith determination of the TI Share Price with respect to any TI Shares issuable to the Blocker Seller and/or the Accredited Unitholders pursuant to this Agreement.
Sample 1
Estimated Closing Payment. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of the Closing Payment (such estimated amount, the “Estimated Closing Payment”), including each of its components. The Company shall prepare the Estimated Closing Statement in accordance with the Accounting Principles. Prior to the Closing, Purchaser will be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Closing Payment set forth therein, and the Company shall permit Purchaser and its Representatives to have reasonable access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Closing Payment as Purchaser may request. The Company shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement at least one (1) Business Day prior to the Closing Date and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.
Sample 1
Estimated Closing Payment. On the Closing Date Purchaser shall pay to Seller the Estimated Closing Payment; provided, if the Estimated Closing Payment exceeds the Cash Amount by more than $5,000,000, then (i) at the Closing the Purchaser shall pay Seller the Cash Amount plus $5,000,000 and (ii) Purchaser shall pay the excess to Seller on July 1, 2011 (the “Deferred Payment”). Purchaser shall make the Deferred Payment by wire transfer in immediately available funds, together with interest thereon at the Applicable Rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Sample 1
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Estimated Closing Payment. Not less than three (3) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a written statement (the “Pre-Closing Statement”) that shall set forth the Seller’s good faith estimate of (a) the Cash Amount, (b) the Debt Amount, (c) the Transaction Expenses Amount, (d) Working Capital (the “Estimated Working Capital”) and based on the Estimated Working Capital, the Working Capital Surplus, if any, or the Working Capital Deficit, if any, and (e) based on the foregoing clauses (a)-(d), the Closing Payment (the “Estimated Closing Payment”). The Pre-Closing Statement and the calculations contained therein will be prepared in good faith by the Seller from the Books and Records of the Companies and their respective Subsidiaries in accordance with the Accounting Principles and the definitions contained herein. The Seller shall reasonably cooperate with the Buyer in its review of the Pre-Closing Statement and shall consider in good faith any comments the Buyer may have thereon. The Seller shall redeliver an updated Pre-Closing Statement one (1) Business Day prior to the Closing Date, and all Closing Date payments to be made under Section 1.02(a) shall be calculated using such updated Pre-Closing Statement.
Sample 1
Estimated Closing Payment. At the Closing, Buyer shall pay to Seller the Estimated Closing Payment as specified below in Section 2.4.
Sample 1

Related to Estimated Closing Payment

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days after the Closing Date, Buyer will deliver to Seller a Consolidated Balance Sheet of the Companies dated as of the Closing Date and immediately prior to the Dissolution (the "Closing Balance Sheet"), together with a calculation therefrom --------------------- of the Adjusted Net Working Capital, the Fixed Asset Value, and Buyer's determination of the Purchase Price, as adjusted pursuant to Section 3.2 (the "Adjusted Purchase Price") as of such date. If Seller disagrees with Buyer's ------------------------ determination of the Adjusted Purchase Price, Seller shall notify Buyer in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) within thirty (30) days after Buyer's delivery of its calculation of the Adjusted Purchase Price to Seller. Buyer and Seller thereafter shall negotiate in good faith to resolve any such disagreements. If there is an amount as to which Buyer and Seller are able to agree, such amounts shall be paid to the appropriate Party pursuant to Section 3.5(c) below. If Buyer and Seller are unable to resolve any disagreements about the remaining amounts within thirty (30) days after the delivery by Seller of its notice of disagreement to Buyer, Seller and Buyer shall submit the dispute to a "Big Five" public accounting firm (or any of their respective successors) (the "Auditor") for resolution; provided that if Buyer and Seller ------- are unable to agree upon an Auditor, the Auditor shall be a "Big Five" public accounting firm (or any of their respective successors) selected by lot (after Buyer, on the one hand, and Seller, on the other hand, each exclude one such accounting firm). The selection of the Auditor shall be conclusive, final, binding and nonappealable by the parties.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

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