Pre-Closing Estimates. At least three Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (such statement being, the “Good Faith Statement”) with a reasonable, good faith calculation of an estimate as of the Closing Date of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) calculated in accordance with Section 1.11(a) and (ii) the Indebtedness (the “Estimated Indebtedness”). Parent shall have reasonable access to copies of the working papers of the Company prepared or used in connection with the Company’s preparation of the Good Faith Statement. Parent shall have an opportunity to review with representatives of the Company and object to all or any part of the Good Faith Statement, such review to be reasonably prompt and any objection to be reasonable and in good faith. If the Estimated Closing Net Working Capital exceeds negative $10,300,000 (the “Target Net Working Capital”) (i.e., is a positive number or is between $0 and negative $10,300,000), then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(a) shall be increased by an amount equal to the amount by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital as contemplated by Section 1.4. If the Estimated Closing Net Working Capital is less than the Target Net Working Capital (i.e., is a negative number greater than negative $10,300,000), then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(a) shall be reduced by an amount equal to the amount by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital (i.e., that is if Estimated Closing Net Working Capital were a positive number, it would be greater than Target Net Working Capital if it too were a positive number). The Initial Cash Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.10(a) shall also be reduced by an amount equal to the Estimated Indebtedness.
Pre-Closing Estimates. Not more than ten (10) Business Days and at least six (6) Business Days prior to the scheduled Closing Date, Sellers’ Representatives shall prepare, or cause to be prepared, and deliver to Buyer a statement (the “Closing Statement”) setting forth a good faith estimate of each of (i) the Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the Company Cash as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Estimated Closing Cash”), (iii) the Company Indebtedness (the “Estimated Closing Company Indebtedness”) and (iv) the Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”), together with reasonable supporting documentation showing the manner of calculation for each of the amounts set forth therein. The Closing Statement shall follow the format of the form of closing statement set forth in Annex D-1 (the “Form of Closing Statement”), and the Sellers’ Representatives shall determine any item constituting the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Company Indebtedness and Estimated Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Standards and the applicable defined terms set forth herein. Buyer shall be entitled to comment on and request reasonable changes to the Closing Statement and Sellers’ Representatives shall consider in good faith any changes Buyer proposes to the Closing Statement; provided that, in case of any disagreement, the Estimated Closing Net Working Capital, the Estimated Closing Cash, the Estimated Closing Company Indebtedness and the Estimated Closing Company Transaction Expenses as set forth in the Closing Statement provided by the Sellers’ Representatives shall be used in determining the Closing Adjusted Cash Component for purposes of this Purchase Agreement in the manner set forth in Section 3.1(b) below and shall not constitute grounds for delay of the Closing or abandonment of the Transaction by Buyer for any reason other than manifest error. The Closing Consideration Schedule will be delivered concurrently with the Closing Statement.
Pre-Closing Estimates. No later than five Business Days prior to the scheduled Closing Date, Seller shall cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of (i) the Closing Working Capital Adjustment (“Estimated Closing Working Capital Adjustment”), (ii) Closing Net Indebtedness (“Estimated Closing Net Indebtedness”), (iii) the amount of Seller Transaction Expenses (“Estimated Seller Transaction Expenses”) and (iv) the Closing Purchase Price based thereon (in each case which estimates shall be subject to the review and reasonable comments of Buyer, which Seller shall consider in good faith), which Estimated Closing Statement shall be substantially in the form attached as Exhibit A hereto and prepared in accordance with GAAP consistently applied with the accounting methods used in Exhibit A and its Supporting Documentation.
Pre-Closing Estimates. No later than three Business Days prior to the date on which the Closing is scheduled to occur, the Company shall furnish to Buyer a statement (the "Estimate Statement"), prepared in reasonable detail, reflecting the Company's good faith estimate of (a) Closing Working Capital ("Estimated Working Capital"), (b) Transaction Expenses ("Estimated Transaction Expenses") (which estimate shall specify the payees for each Transaction Expense and include valid wire transfer information for such payees), (c) Closing Cash ("Estimated Cash"), (d) all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness outstanding at the Closing ("Closing Repaid Indebtedness") (which estimate shall specify the payees for such Indebtedness and include valid wire transfer information for such payees) and (e) Company Pre-Closing Taxes Payable (the "Pre-Closing Tax Accrual"). The Estimate Statement shall be signed by the chief financial officer of the Company and shall fairly present the amounts calculated thereon in accordance with the definitions thereof. The Company shall permit Buyer and its attorneys, accountants and other advisors and representatives reasonable access to the books and records of the Company used in preparing the Estimate Statement, and to the Company's employees, advisors and representatives responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Estimate Statement and the amounts set forth thereon. No later than three Business Days prior to the Closing, the Company shall furnish to Buyer (i) an updated version of Section 3.05 of the Company Disclosure Schedule, (ii) an updated version of Exhibit H, in each case for (i) and (ii) as of such date and solely to reflect any exercises of Options after the date hereof.
Pre-Closing Estimates. On or prior to the date hereof, Parent shall deliver to Buyer a statement (the “Pre-Closing Statement”) setting forth Parent’s good faith estimates of (i) the Net Working Capital as of the Closing Date (such estimate, the “Estimated Working Capital”), (ii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness”), (iii) the Selling Expenses (such estimate, the “Estimated Selling Expenses”), and (iv) the unaudited balance sheet of the Company estimated as of the Closing Date, in each case reasonably acceptable to Buyer.
Pre-Closing Estimates. Attached hereto as Schedule 2.9 is a statement (the “Pre-Closing Statement”), including reasonable detail and in a form reasonably satisfactory to the Buyer, certified on behalf of the Company by the Chief Executive Officer of the Company, setting forth:
Pre-Closing Estimates. Not more than ten (10) Business Days and at least five (5) Business Days prior to the scheduled Closing Date, the Company shall prepare, or cause to be prepared, and deliver to Buyer a statement (the “Closing Statement”) certified by the chief financial officer of the Company as setting forth the Company’s good faith estimate of each of (i) the Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the Company Cash as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Estimated Closing Cash”), (iii) the Company Indebtedness as of immediately prior to Closing (the “Estimated Closing Company Indebtedness”), (iv) the unpaid Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”), and (v) the resulting Closing Adjusted Cash Component, together with reasonable supporting documentation showing the manner of calculation for each of the amounts set forth therein. The Company shall determine any item constituting the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Company Indebtedness and Estimated Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Standards, the Sample Net Working Capital and the definitions set forth herein. Buyer shall be entitled to comment on and request reasonable changes to the Closing Statement and Sellers’ Representative shall consider in good faith any changes Buyer proposes to the Closing Statement and revise such statement if, based on its good faith assessment, such changes are warranted. The Company will deliver to Buyer the Closing Consideration Schedule concurrently with the Closing Statement.
Pre-Closing Estimates. Five days prior to the Closing Date, Alberto-Culver will provide Investor with calculations of the Adjustment Amount included in definition of Adjustment Amount and components thereof, including an estimate of Alberto-Culver Taxes, and the Estimated Required Retained Cash Amount together with such supporting data as Investor may reasonably request.
Pre-Closing Estimates. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Purchaser (i) Payoff Letters, signed by an authorized officer, specifying the Debt Payoff Amounts as of Closing, along with evidence of the release and discharge of all Liens relating to Indebtedness set forth on Schedule 1.2, (ii) the Closing Certificate, and (iii) the Estimated Closing Statement. 8.9
Pre-Closing Estimates. At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) including a detailed calculation of its good faith estimate of (i) the Closing Net Working Capital Amount (the “Estimated Closing Net Working Capital Amount”), (ii) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (iii) the Closing Cash (the “Estimated Closing Cash”) and (iv) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”). In calculating any item on the Estimated Closing Statement (other than the Estimated Closing Transaction Expenses), such calculations shall not take into account (x) the effect of the consummation of the transactions contemplated by this Agreement or the financing thereof or (y) any purchase price accounting or other similar adjustment resulting from the consummation of the transactions contemplated by this Agreement. Solely with respect to the calculation of the Estimated Closing Net Working Capital Amount, in the event of any conflict among Schedule 1.12, GAAP or the Accounting Principles, the following shall control: (1) first, Schedule 1.12 (provided that the components thereof shall in all cases be calculated in accordance with GAAP as applied in accordance with the Accounting Principles) and (2) second, GAAP as applied in accordance with the Accounting Principles (to the extent the Accounting Principles are in accordance with GAAP).
