Estimated Purchase Price. Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.
Estimated Purchase Price. At least five and no more than 10 Business Days prior to the Closing, Seller shall deliver, or cause to be delivered, to Purchaser a written statement duly executed by an authorized officer of Seller (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s good faith estimates of the amount of (a) the Closing Working Capital (“Estimated Closing Working Capital”), (b) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”), (c) Transaction Expenses (“Estimated Transaction Expenses”), (d) Closing Indebtedness (“Estimated Closing Indebtedness”) and (e) Closing Tax Amount (“Estimated Closing Tax Amount”), and, based on the foregoing, Seller’s calculation of the Estimated Purchase Price, together with reasonably detailed supporting calculations, in each case, determined in accordance with the definitions in this Agreement and the Accounting Principles and shall not reflect any accounting principles, policies, methods, practices, categories, estimates, judgments or assumptions other than the Accounting Principles. Seller shall consider in good faith any comments provided by Purchaser with respect to the Estimated Closing Statement, and if Seller accepts any such comments, it shall deliver to Purchaser updated versions of the Estimated Closing Statement, which updated versions shall thereupon supersede and replace the prior versions for all purposes hereunder.
Estimated Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.3.2(b), at least three (3) Business Days prior to the Closing Date, the Main Sellers shall deliver to the Purchaser a statement prepared in good faith in accordance with the Calculation Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth (i) the estimated Net Inventory Value as of the Closing (the “Estimated Net Inventory Value”), (ii) the estimated amount of the CIP Receivables Amount as of the Closing (the “Estimated CIP Receivables Amount”), (iii) the estimated Contractual Liabilities Amount as of the Closing (the “Estimated Contractual Liabilities Amount”), (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), (vi) an estimate of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, (vii) an estimate of the Employee Adjustment Amount as of the Closing (the “Estimated Employee Adjustment Amount”) and (viii) the Estimated Purchase Price.
(b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:
Estimated Purchase Price. (i) No later than one (1) Business Days prior to the Closing, the Company shall deliver to Purchaser (A) a written statement (the “Estimated Closing Statement”) setting forth the Estimated Working Capital, the Estimated Net Working Capital Adjustment, if any, and the Company’s good faith estimates of the amounts of Closing Indebtedness, Closing Cash and Seller Expenses, together with a calculation of the Purchase Price based on such estimates (the “Estimated Purchase Price”) and (B) a statement (the “Funds Flow”) that will set forth the wire transfer or other payment instructions with respect to the payments to be made to the Sellers and to the applicable recipients of the Seller Expenses pursuant to this Section 2.3. During the period after the delivery of the Estimated Closing Statement and prior to the Closing, Purchaser shall have the opportunity to review and comment on the Estimated Closing Statement and the calculations set forth therein and the Company shall reasonably cooperate with Purchaser and consider in good faith any revisions to the Estimated Closing Statement proposed by Purchaser; provided that in no event shall any review of the Estimated Closing Statement by Purchaser, or any dispute or disagreement relating thereto, delay or prevent the Closing, and, in the event of any dispute or disagreement relating thereto, the Parties acknowledge and agree that the item(s) in dispute or at disagreement shall be as finally determined in good faith by the Company for all purposes of the Closing (provided that nothing in this Section 2.3(a) shall in any way limit the rights of the Parties in connection with the final determination of the Purchase Price in accordance with Section 2.3(c)). The Estimated Closing Statement and the estimates and calculations contained therein shall be prepared in accordance with Section 2.3(e).
Estimated Purchase Price. The “Estimated Purchase Price” shall mean (i) $174,000,000, plus (ii) the amount by which Estimated Net Working Capital exceeds Target Working Capital (or minus the amount by which Target Working Capital exceeds Estimated Net Working Capital), plus (iii) the total amount of Estimated Cash on Hand, minus (iv) the outstanding amount of Estimated Indebtedness, minus (v) the amount of Estimated Seller Expenses.
Estimated Purchase Price. The term "Estimated Purchase Price" shall have the meaning set forth in Section 4.2.
Estimated Purchase Price. The Purchase Price payable at Closing under Section 2.2 (the “Estimated Purchase Price”) and payments under Section 2.4 shall be calculated using the estimated Closing Debt Amount, estimated Seller Transaction Expenses and estimated Net Working Capital set forth on the Estimated Closing Statement.
Estimated Purchase Price. No later than [***] prior to the Closing, Seller shall deliver to Buyer its good faith calculation of the Estimated Purchase Price (the “Estimated Purchase Price Calculation”). From and after the delivery of the Estimated Purchase Price, the Parties shall work in good faith to update the Estimated Purchase Price Calculation for changes thereto arising after the calculation thereof and prior to 11:59 PM Eastern Time on the date immediately preceding the Closing Date and Seller shall review and consider Buyer’s comments in good faith. Seller shall, and shall cause each Group Company to, reasonably promptly after a reasonable written request by the Buyer, make those portions of the Group Company’s financial records, supporting documents and work papers and relevant personnel reasonably available to Buyer and its accountants and other representatives during the review by Buyer of, and the resolution of any objections with respect to, the Estimated Purchase Price Calculation. At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash by wire transfer of immediately available funds, the Estimated Purchase Price as follows:
(i) [***] of cash (such amount, the “Escrow Amount”) shall be deposited into an escrow account (the “Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, Buyer and Wilmington Trust, N.A. (the “Escrow Agent”) as security for the Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit C attached hereto;
(ii) on behalf of Seller and the Group Companies, an amount in cash equal to (x) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (y) the Unpaid Seller Expenses, each in accordance with the Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to the Closing Date; provided that all Taxes shall be paid at the times and in the manner prescribed by applicable law; and
(iii) to Seller, an amount equal to (A) the Estimated Purchase Price, minus (B) the Escrow Amount.
Estimated Purchase Price. No later than three (3) Business Days prior to the Closing, the Company in good faith prepared and delivered to Parent a written statement setting forth in reasonable detail, with reasonable supporting detail, its good faith estimate of the Purchase Price (the “Estimated Purchase Price”), which sets forth (the “Estimated Purchase Price Statement”), the Enterprise Value and estimates of (i) the amount of Closing Indebtedness, (ii) the amount of Unpaid Company Stockholder Expenses, (iii) the amount of Closing Cash, and (iv) the Working Capital Adjustment. At the Closing, Parent shall pay, or shall cause Merger Sub or the Surviving Corporation to pay, in cash by wire transfer of immediately available funds to the Payments Administrator, to be distributed as follows:
(i) $375,000 (such amount, the “Adjustment Escrow Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date among Parent, the Stockholders’ Representative and Wilmington Trust, N.A. (the “Escrow Agent”), as security for the Company Stockholders’ obligations pursuant to Section 2.9(c)(ii), if any, and (y) substantially in the form of Exhibit B attached hereto;
(ii) $800,000 (such amount, the “Indemnity Escrow Amount”) shall be deposited into an escrow account (the “Indemnity Escrow Account”), which shall be established pursuant to the Escrow Agreement, as security for the Company Stockholders’ obligations pursuant to Article VIII, if any;
(iii) if (A) Brevard Physician Associates (“BPA”) has not (1) signed a new agreement with substantially the same economic terms as the Company’s existing agreement with BPA but without the early termination clause contained therein prior to the Closing, (2) signed an amendment to the Company’s existing agreement with BPA that removes the early termination clause contained therein prior to the Closing, or (3) otherwise confirmed in writing that BPA intends to remain a customer of the Company following the Closing to Parent’s satisfaction in its sole discretion prior to the Closing, and (B) Indiana University Health, Inc. (“Indiana”) has not signed an agreement with the Company prior to the Closing (the “Indiana Agreement”) with substantially the same pricing terms as the mxxx-up of the agreement sent to Parent by Brentwood Capital Advisors, LLC on August 4, 2021, $16,800,000 (such amoun...
Estimated Purchase Price. The Parties acknowledge that it is not possible to determine the definitive Purchase Price until the Closing Date Balance Sheet is available. Accordingly, not less than five (5) Business Days prior to Closing, the Corporation shall deliver to the Purchaser a statement substantially in the form set out at Schedule 2.3, which has been delivered by the Vendors concurrently with the execution of this Agreement (the “Estimated Purchase Price Statement”), that comprises:
(a) an estimated consolidated balance sheet of the Corporation as at the end of the day immediately preceding the Closing Date (the “Estimated Closing Date Balance Sheet”);
(b) based on and derived from the Estimated Closing Date Balance Sheet, an estimate of Closing Date Cash (the “Estimated Closing Date Cash”);
(c) an estimate of the Indebtedness of the Group as at the end of the day immediately preceding the Closing Date (the “Estimated Closing Indebtedness”);
(d) an estimate of the Transaction Expenses of the Group as at the end of the day immediately preceding the Closing Date (the “Estimated Closing Transaction Expenses”);
(e) an estimate of the Working Capital of the Group as at the end of the day immediately preceding the Closing Date (the “Estimated Closing Working Capital”); and
(f) an estimate of the Purchase Price (excluding the Contingent Consideration) based on paragraphs (a) to (d) above (the “Estimated Purchase Price”).
