Estimated Consideration Clause Samples
Estimated Consideration. At least five (5) Business Days prior to the Closing Date, Owner shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Owner’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Escrow Amount. The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees for all amounts payable pursuant to Section 1.3 and wire instructions and (b) the applicable employees to whom any portion of the Transaction Expenses is payable, the respective amounts payable to each such employee, and the account or accounts to which such amounts shall be paid. Owner shall prepare the Estimated Closing Statement in accordance with GAAP, consistently applied. Prior to the Closing, Purchaser shall be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Consideration set forth therein, and Owner shall permit Purchaser and its Representatives to have full 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 Consideration as Purchaser may request. Owner shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.
Estimated Consideration. (a) At least five (5) Business Days prior to the Closing Date, Parent shall prepare and deliver to Buyer a statement (the “Closing Statement”) setting forth its good faith estimates of (i) the amount of adjustments to the Net Working Capital Amount as a result of the Reorganization Transactions, if any (the “NWC Adjustment Amount”), (ii) (A) the Cash Amount (the “Estimated Cash Amount”), (B) the Indebtedness Amount (the “Estimated Indebtedness Amount”), (C) the Net Working Capital Amount (the “Estimated Net Working Capital Amount”), (D) the Transaction Expenses, and (E) the amount of accrued and unpaid income Taxes of the Acquired Subsidiaries, Nelco SG and Neltec SA, in each case, for Pre-Closing Tax Periods other than (1) US federal income Tax , (2) state income Tax of the Acquired Subsidiaries attributable to any such Acquired Subsidiary being a member of an affiliated, consolidated, combined or unitary group with Parent and/or its Affiliates, and (3) income Tax of Neltec SA attributable to Neltec SA being a member of a consolidated group with ParkNelco (the “Estimated Tax Payment Amount”) and (iii) the Estimated Consideration attributable to the Acquired Subsidiaries and each of Nelco SG and Neltec SA.
(b) Contemporaneously with the Closing, (i) Buyer shall cause AGC America to pay Parent the Estimated Consideration attributable to the Acquired Subsidiaries, (ii) Buyer shall pay to Parent, on behalf of SG Holdco, the Estimated Consideration attributable to Nelco SG, and (iii) Buyer shall, and shall cause AGC Finance to, pay Parent, on behalf of ParkNelco (for the ratable benefit of ParkNelco and the Neltec SA Individual Shareholders), the Estimated Consideration attributable to Neltec SA. Such payment(s) shall be made to Parent by wire transfer of immediately available funds to the account(s) designated by Parent prior to the Closing.
Estimated Consideration. Three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Estimated Statement”) setting forth (i) the Closing Consideration Schedule, which will include the Company’s reasonable good faith estimate of the Closing Working Capital Adjustment (the “Estimated Closing Working Capital Adjustment”), the Closing Cash on Hand (the “Estimated Closing Cash on Hand”), the Closing Indebtedness (the “Estimated Closing Indebtedness”) and the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), in each case prepared in accordance with the Accounting Principles, in each case, with reasonable supporting calculations and documentation, (ii) the Company’s resulting calculation of the Stock Consideration Amount to be paid in accordance with Article III at Closing, (iii) the aggregate amount of cash to be paid in lieu of any fractional shares pursuant to Section 3.3, as applicable; (iv) the Company’s resulting calculation of the Cash Consideration Amount to be paid in accordance with Article III at the Closing and (v) all wiring instructions necessary to facilitate the payments pursuant to Article III. Purchaser shall have the opportunity to comment on and request reasonable changes to the foregoing estimates and calculations set forth in the Estimated Statement, and Seller shall consider in good faith any changes Purchaser propose to such estimates and calculations, it being understood that no disagreement among the Parties with respect to such estimates and calculations shall delay the Closing and such estimates and calculations of Seller set forth in the Estimated Statement shall control. The Estimated Closing Working Capital Adjustment, the Estimated Closing Cash on Hand, the Estimated Closing Indebtedness and the Estimated Closing Transaction Expenses will be included in the determination of the Stock Consideration Amount as set forth in Section 3.1(a).