Estimated Closing Purchase Price. At least three (3) Business Days prior to the Closing Date, Seller shall deliver, or cause to be delivered, to Buyer a statement setting forth: (i) Seller’s good faith estimate of (a) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), and the Net Working Capital Surplus or the Net Working Capital Deficit, if any, (b) the Cash Amount (the “Estimated Cash Amount”), (c) the Closing Debt (the “Estimated Closing Debt”) and (d) the Unpaid Transaction Expenses (the “Estimated Unpaid Transaction Expenses”); and (ii) based on such estimates, an estimate of the Closing Purchase Price (the “Estimated Closing Purchase Price”), all in reasonable detail prepared in accordance with (y) GAAP consistently applied in accordance with the Company’s past practices as set forth on Exhibit B and (z) the Illustrative Working Capital Calculation set forth on Exhibit C. The Estimated Closing Purchase Price, Estimated Closing Debt and Estimated Unpaid Transaction Expenses will be paid by Buyer at the Closing by wire transfer of immediately available funds in the amounts and to the applicable accounts specified in that certain funds flow statement in each case as follows: (1) first, the Escrow Amount to the Escrow Account for deposit with the Escrow Agent pursuant to the Escrow Agreement; (2) second, the aggregate amount required to pay and satisfy in full the Estimated Unpaid Transaction Expenses; (3) third, the aggregate amount required to pay and satisfy in full the Estimated Closing Debt; and (4) fourth, the remainder of the Estimated Closing Purchase Price shall be paid to Seller. Section 1.4
Estimated Closing Purchase Price. At the Funding, the Closing Purchase Price shall be adjusted by (i) (A) adding to the Closing Purchase Price the amount (if any) by which the Estimated Closing Net Working Capital exceeds $1,100,000 (the “Target Working Capital”) or (B) subtracting from the Closing Purchase Price the amount (if any) by which the Target Working Capital exceeds the Estimated Closing Net Working Capital, and (ii) subtracting from the Closing Purchase Price the amount of Estimated Closing Indebtedness for Borrowed Money of the Contributed Companies (the Closing Purchase Price as so adjusted, the “Estimated Closing Purchase Price”).
Estimated Closing Purchase Price. At the Closing, Purchaser shall deliver an amount equal to the Estimated Purchase Price (as determined in accordance with Section 2.4(a)) by wire transfer of immediately available funds, to such account or accounts as Seller may designate for disbursement to Seller.
Estimated Closing Purchase Price. No later than three Business Days prior to the Closing, Seller will deliver to Buyer a statement that will set forth Seller’s good faith calculation of the Closing Date Payment (the “Estimated Closing Purchase Price Statement”). Such estimate of the Closing Date Payment (the “Estimated Closing Purchase Price”) will be a good faith estimate of the Closing Date Payment. The Estimated Closing Purchase Price Statement will consist of a proposed calculation in reasonable detail of the Estimated Closing Purchase Price, including Seller’s good faith estimate of the amount of the Closing Date Payment and Product Inventory Value. Buyer will review the Estimated Closing Purchase Price Statement and, if Buyer disagrees with any item set forth in such statement, it will provide written notice to Seller, along with a reasonably detailed explanation of the same, and the Parties will attempt to resolve in good faith any such disagreements prior to the Closing. If the Parties are unable to agree on the amounts set forth in the Estimated Closing Purchase Price Statement, the values proposed by Seller in the Estimated Closing Purchase Price Statement will be utilized for purposes of the payment of the Estimated Closing Purchase Price. In no event will the determination of the amounts set forth in the Estimated Closing Purchase Price Statement prejudice a Party’s rights under Section 2.7(c).
Estimated Closing Purchase Price. At the Closing, Encore shall deliver an amount equal to the difference between the Estimated Purchase Price (as determined in accordance with Section 2.4(a)) and the Holdback (such difference, the “Estimated Closing Purchase Price”), by wire transfer of immediately available funds, to such account or accounts as the Seller Representative may designate for disbursement to the Sellers. Encore shall have no liability for the payment by the Seller Representative, or the allocation among the Sellers, of the Estimated Closing Purchase Price or any other element of Purchase Price that the Sellers may be entitled to receive.
Estimated Closing Purchase Price. For purposes of this Agreement, (a) the “Estimated Closing Cash Amount” means $55,646, being the Sellers’ good faith estimate of the Closing Cash Amount, (b) the “Estimated Closing Indebtedness” means $8,357,118, being the Sellers’ good faith estimate of the Closing Indebtedness, and (c) the “Estimated Closing Net Working Capital” means $5,400,000, being the Sellers’ good faith estimate of the Closing Net Working Capital. On the basis of the foregoing, the “Estimated Closing Purchase Price” shall be $31,243,989, being the result equal to (i) $40,000,000, plus (ii) the Estimated Closing Cash Amount, plus (iii) the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, minus (iv) the amount, if any, by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital, minus (v) the Estimated Closing Indebtedness, minus (vi) the Aggregate Merger Consideration.
Estimated Closing Purchase Price. For purposes of this Agreement, the phrase “
Estimated Closing Purchase Price. (i) Attached hereto as Exhibit E, for illustrative purposes only, is a sample calculation of the Estimated Closing Purchase Price as of the date of the Latest Balance Sheet (the “Illustrative Estimated Closing Purchase Price Calculation”). Not more than 10 Business Days (but at least five calendar days) prior to the Closing Date, the Company shall in good faith cause to be prepared and delivered to Buyer, as part of the Closing Payment Certificate, the Company’s calculation of the Estimated Closing Purchase Price (as defined below), which calculation shall be reasonably acceptable to Buyer. The Estimated Closing Purchase Price shall be calculated in accordance with the Illustrative Estimated Purchase Price Calculation and using the same accounting methods, policies, practices and procedures, with consistent classifications and estimation methodologies, as were used in the preparation of the Latest Balance Sheet (excluding any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the transactions contemplated hereby).
Estimated Closing Purchase Price. The Estimated Closing Purchase Price shall be the Purchase Price, (1) minus the amount, if any, by which the Closing Cash Target exceeds the Estimated Closing Cash Amount (to the extent agreed to by the Buyer on the Closing Date), and (2) minus (A) the amount, if any, by which the Net Working Capital Target exceeds the Estimated Net Working Capital (to the extent agreed to by the Buyer on the Closing Date) less (B) the amount of any adjustment made pursuant to foregoing clause “(1)” of this paragraph.
Estimated Closing Purchase Price. The Consideration payable by the Buyer to the Sellers at Closing shall be CHF 68,635,970 (the Estimated Closing Purchase Price), consisting of:
