Calculation of Estimated Purchase Price. Not fewer than five Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate executed by an executive officer of Seller (the “Pre-Closing Statement”) setting forth Seller’s good faith estimate of the Estimated Purchase Price and the components thereof, including a good faith estimate of, the Adjusted Net Working Capital and each of the components thereof as of the Closing Date, determined in accordance with GAAP and the Balance Sheet Rules, as well as a good faith estimate of the Cash Adjustment, Capital Expenditure Adjustment and Transferred Indebtedness. An illustrative example of the accounting principles, procedures and methods used in preparing the sample statement of Adjusted Net Working Capital and the form of Pre-Closing Statement is set forth on Schedule 2.2 (the “Sample Statement”). Illustrative examples of the calculations of Adjusted Net Working Capital, Cash, Capital Expenditure Amounts and Transferred Indebtedness are set forth on Schedules 2.2(a), 2.2(b), 2.2(c) and 2.2(d), respectively. The Parties agree to the methodologies, policies, procedures, practices, estimation techniques, assumptions and principles used in the calculations set forth on Schedule 2.2. The Pre-Closing Statement shall be prepared in consultation with Buyer and will serve as the basis for the calculation of the Estimated Purchase Price. At the Closing and subject to the adjustments set forth in this Section 2.2, Buyer shall pay to Seller, as Seller shall direct in the Flow of Funds Memorandum that shall be reasonably agreed to in good faith and executed by the Parties, an amount equal to the Estimated Purchase Price. At the Closing, Buyer shall pay any Closing Date Indebtedness (to the extent unpaid as of the Closing) in accordance with the instructions set forth in the applicable payoff letters.
Calculation of Estimated Purchase Price. Not less than 10 Business Days prior to the Closing Date, the Seller shall deliver to Buyer its good faith calculation of the Base Purchase Price, with estimated adjustments pursuant to Section 2.02(b) and Section 2.02(c) (the “Preliminary Purchase Price”) and shall deliver to Buyer a schedule showing its calculation of the Preliminary Purchase Price (including the estimated adjustments to the Base Purchase Price pursuant to Section 2.02(b) and Section 2.02(c)). During the five (5) Business Day period after delivery of Seller’s calculation of the Preliminary Purchase Price, Seller shall provide Buyer and its Representatives with such information and access to such personnel of the Seller Entities, the Guarantor and the Companies as Buyer may reasonably request in order to calculate the Preliminary Purchase Price. If in good faith Buyer disagrees with Seller’s calculation of the Preliminary Purchase Price, it shall deliver to Seller a written notice of disagreement (a “Notice of Disagreement”) and its good faith calculation, based on the information available to it, of the Preliminary Purchase Price. If Buyer delivers a Notice of Disagreement on or prior to the fifth Business Day after delivery of Seller’s calculation of the Preliminary Purchase Price, the Parties shall negotiate in good faith during the three (3) Business Day period following delivery of the Notice of Disagreement as to the calculation of the Preliminary Purchase Price. If the Parties agree in writing to such calculation during such three Business Day period, the “Estimated Purchase Price” for purposes of this Agreement shall be the Preliminary Purchase Price as agreed to by the Parties. If the Parties do not agree in writing to such calculation prior to the expiration of such three Business Day period, the Closing shall nonetheless occur and the “Estimated Purchase Price” for purposes of this Agreement shall be the average of Seller’s calculation of the Preliminary Purchase Price and Buyer’s calculation of the Preliminary Purchase Price. In the event that Buyer does not deliver a Notice of Disagreement prior to the expiration of the five Business Day period referred to above, the “Estimated Purchase Price” for purposes of this Agreement shall be Seller’s calculation of the Preliminary Purchase Price. If the Estimated Purchase Price is the average of Seller’s calculation of the Preliminary Purchase Price and Buyer’s calculation of the Preliminary Purchase Price, at the Closing, Buyer shall...
Calculation of Estimated Purchase Price. The Estimated Purchase Price shall be calculated as of the Closing Date by adjusting the amount of the Initial Purchase Price as follows:
Calculation of Estimated Purchase Price. The Estimated Purchase Price payable by Buyer at the Closing pursuant to Section 2.3(b) hereof shall be equal to $139,000,000, which amount equals the Purchase Price MINUS the difference between the Estimated Net Assets and the Preliminary Net Assets, PLUS the Cash Balance.
Calculation of Estimated Purchase Price. (a) As soon as practicable prior to the Closing Date but in no event later than five (5) Business Days prior thereto, the Seller shall provide to the Purchaser a written statement containing a good faith estimate of the Final Working Capital (the “Estimated Working Capital”) as at the Effective Time and calculated in accordance with the Working Capital Principles.
Calculation of Estimated Purchase Price. The Estimated Purchase ---------------------------------------------- Price shall be calculated as of the Closing Date by adjusting the amount of the Initial Purchase Price as follows: (a) if the Estimated Net Assets is: (i) greater than the Preliminary Net Assets, the Initial Purchase Price shall be increased, on a dollar-for-dollar basis, by the amount of any such excess; or (ii) less than Preliminary Net Assets, the Initial Purchase Price shall be reduced, on a dollar-for-dollar basis by the amount of such difference; and (b) if the Net Cash Balance is: (i) a positive number, the Initial Purchase Price shall be increased, on a dollar-for-dollar basis, by the amount of the Net Cash Balance; or (ii) a negative number, the Initial Purchase Price shall be decreased on a dollar-for-dollar basis, by the amount of the Net Cash Balance. An example of the procedures for calculating the Estimated Purchase Price and the post-closing adjustment referred to in Section 2.06 is set forth on Schedule 2.04.
Calculation of Estimated Purchase Price. No later than three Business Days prior to the Closing Date, Sellers shall deliver to Buyers a written schedule (the “Closing Statement”) setting forth:
Calculation of Estimated Purchase Price for Closing 2
Calculation of Estimated Purchase Price. Simultaneously with the delivery of the Estimated Balance Sheet to the Buyer, the Sellers shall prepare and deliver to the Buyer a statement setting forth the calculation of the Estimated Purchase Price using the Estimated Working Capital shown on the Estimated Balance Sheet (the "Initial Payment Amount Statement"). In the event that the Estimated Balance Sheet and/or Estimated Working Capital are revised to reflect the Buyer's comments as set forth in Section 2.4(a), the Sellers shall prepare and deliver a revised Initial Payment Amount Statement based on the revised Estimated Working Capital and/or revised Estimated Balance Sheet at the same time the revised Estimated Balance Sheet and/or Estimated Working Capital are delivered to the Buyer.
Calculation of Estimated Purchase Price. (a) At least two (2) days prior to the Closing, Seller Representative and Buyer shall jointly prepare and attach hereto as Exhibit 2.3(a) a good faith projection of the unaudited statement of Closing Net Working Capital (the “Projected Net Working Capital”). (b) The Estimated Purchase Price shall mean and be calculated as of the Closing Date by (x) increasing or (y) decreasing the Initial Purchase Price (in each case, only for the purpose of determining the Estimated Purchase Price) dollar for dollar by the amount (if any) by which the Projected Net Working Capital (x) is greater than the Base Amount, or (y) less than the Base Amount, respectively. 14
