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. (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 Statement and the determinations and calculations contained therein shall be prepared in accordance with Section 2.02(e). In addition, at least five (5) Business Days prior to the Closing, in order to facilitate the repayment of Closing Indebtedness and the payment of Sellers Expenses, the Company shall obtain and deliver to Buyer (A) payoff letters from each lender in respect of all of the Closing Indebtedness, which shall acknowledge the aggregate amounts accrued and owed to such lender to fully repay all Closing Indebtedness as of the Closing with no further liability of the Company or its Subsidiaries for such Closing Indebtedness, together with instructions for payment by wire transfer of such funds, and all such Closing Indebtedness shall be reflected in a schedule in the Estimated Closing Statement (the “Indebtedness Pay-Off Schedule”); (B) a list of the Sellers Expenses owed or to be owed by the Company or its Subsidiaries (to the extent not paid by the Sellers, the Company or the Subsidiaries prior to the Closing), all of such Sellers Expenses shall be reflected in a schedule in the Estimated Closing Statement, broken down by Person(s) to whom such Sellers Expenses are owed and wire instructions for such Person(s) (the “Sellers Expenses Schedule”); and (C) a list of all Sellers Payables owed by any Seller to the Company or its Subsidiaries as of the Closing (to the extent not paid by the Sellers to the Company or the Subsidiaries prior to the Closing) (the “Sellers Payables Schedule”). Except as to the payment of Sellers Expenses by Buyer at the Closing pursuant to Section 2.04(a)(iv), all other Sellers Expenses shall be paid after the Closing by the Representative on behalf of the Sellers from Sellers' funds. The amount of all Sellers Payables shall be deducted from the payment of the Sellers Closing Amount at the Closing pursuant to Section 2.04(a)(i).
Estimated Closing Purchase Price. The Company shall deliver to Buyer, at least three (3) Business Days prior to the Closing Date, a statement (the “Estimated Closing Statement”) that sets forth the Company’s good faith estimate of (A) the consolidated balance sheet of the Company and the Company Subsidiaries as of the Measuring Time (the “Estimated Balance Sheet”), which shall be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Company Financial Statements (except as otherwise provided on Schedule A), (B) the estimated Net Working Capital and (C) the estimated Net Cash, in each case together with reasonably detailed supporting calculations demonstrating each component thereof, together with a statement setting forth a calculation of an estimate of the Closing Purchase Price based upon such estimated amounts (the “Estimated Closing Purchase Price”). For clarity, the Estimated Balance Sheet shall be prepared after giving effect to the Carveout (except as otherwise provided on Schedule A) but without otherwise giving effect to the transactions contemplated by this Agreement.
Estimated Closing Purchase Price. For purposes of this Agreement, the phrase “
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. 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. 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. 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. (a) At least three Business Days prior to the Closing, the Sole Stockholder shall deliver to the Purchaser:
