Pre-Closing Calculation Clause Samples
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Pre-Closing Calculation. No less than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a written statement (the “Preliminary Statement”) setting forth Seller’s good faith estimate of the Closing Net Working Capital calculated in accordance with the methodology set forth in Schedule 1.1 (the “Estimated Net Working Capital”) and, based thereon, a good faith estimate of the Working Capital Excess Amount (the “Estimated Working Capital Excess Amount”) or the Working Capital Deficiency Amount (the “Estimated Working Capital Deficiency Amount”), as the case may be. To the extent that the Estimated Net Working Capital results in an Estimated Working Capital Excess Amount, the Purchase Price to be paid at Closing will be increased on a dollar-for-dollar basis by the amount of such Working Capital Excess Amount. To the extent the Estimated Net Working Capital results in an Estimated Working Capital Deficiency Amount, the Purchase Price to be paid at Closing will be decreased on a dollar-for-dollar basis by the amount of such Working Capital Deficiency Amount. The Purchase Price as calculated pursuant to this Section 3.1 is referred to as the “Estimated Purchase Price”.
Pre-Closing Calculation. At least one (1) Business Day prior to the Closing Date, Seller shall prepare and deliver to Purchaser a good faith estimate, substantially in the form set forth on Schedule 3.3(a) hereof, of the Closing Balance Sheet of the Business and a statement calculating the Working Capital of the Business prepared in accordance with GAAP and the methodology set forth on Schedule 3.3(a) (such methodology, the “Accounting Principles” and such good faith estimate, the “Preliminary Statement”) setting forth Seller’s estimate of the Working Capital as of the Closing Date (such amount, the “Estimated Working Capital”), together with all related work papers. The Purchase Price shall be (i) increased by the amount that the Estimated Working Capital is greater than the Target Working Capital (such absolute value, the “Working Capital Surplus”), or (ii) decreased by the amount that the Estimated Working Capital is less than the Target Working Capital (such absolute value, the “Working Capital Deficit”); provided, that if the Estimated Working Capital equals the Target Working Capital, the Purchase Price shall not be adjusted pursuant to this Section 3.3(a).
Pre-Closing Calculation. Three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a consolidated balance sheet of the Company and the SCT Subsidiaries (the “Preliminary Closing Balance Sheet”) setting forth the Preliminary Net Funded Debt and the Preliminary Customer Deposits. The Preliminary Closing Balance Sheet shall be calculated in accordance with GAAP and the Financial Statements and shall be reasonably acceptable to Buyer.
Pre-Closing Calculation. (a) At least three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a consolidated balance sheet of NextNet and its Subsidiaries (the "PRE-CLOSING BALANCE SHEET") setting forth the Preliminary Working Capital. The Pre-Closing Balance Sheet shall be calculated in accordance with GAAP consistently applied and applied on a basis consistent with the Financial Statements, and shall be reasonably acceptable to Purchaser.
(b) If the Preliminary Working Capital is less than $8,000,000, then the Closing Payment shall be equal to $50,000,000 minus such difference. If the Preliminary Working Capital is greater than $8,000,000, then the Closing Payment shall be equal to $50,000,000.
Pre-Closing Calculation. Section 2.6(b) of the Seller Disclosure Letter sets forth Seller’s good faith estimate of the Transaction Expenses, the Assumed Bonus Amount the Business Indebtedness and the Cash Balance, in each case, as of the Effective Time, and based on such amounts, the Estimated Cash Payment, which amounts have been derived from the Books and Records of the Business as of such time. The information included on Section 2.6(b) of the Seller Disclosure Letter was prepared by Seller in accordance with GAAP consistent with past practice, except for the use of accounting practices, principles and methodologies reflected in Section 2.7(a) of the Seller Disclosure Letter. Attached as part of Section 2.6(b) of the Seller Disclosure Letter is Seller’s calculation of the estimated Net Working Capital as of March 16, 2011.