Common use of Closing Purchase Price Clause in Contracts

Closing Purchase Price. On or before the date that is three (3) Business Days prior to the anticipated Closing Date (but no earlier than the date that is seven (7) Business Days prior to the anticipated Closing Date), Seller shall prepare and deliver to Purchaser a statement (the “Closing Purchase Price Statement”), setting forth (a) the Estimated Closing Working Capital, (b) the Estimated Closing Indebtedness (including the portion thereof, if any, comprising Funded Indebtedness), (c) the Estimated Closing Cash, (d) the Estimated Transaction Expenses and (e) the resulting calculation of the Purchase Price as of the Closing Date (such calculation, the “Closing Purchase Price”), together with reasonable supporting detail. The Closing Purchase Price Statement shall be accompanied by a certificate of an executive officer of Seller (x) stating that the Closing Purchase Price Statement has been prepared in accordance with this Agreement, including the Accounting Principles and the definitions set forth herein and (y) setting forth the amount due to, and bank wire instructions for, each Person entitled to any payment at Closing pursuant to Section 2.5(d). Following delivery of the Closing Purchase Price Statement, Seller shall afford Purchaser and its Representatives reasonable access, upon reasonable notice and during normal business hours, to the books and records to the extent related to the preparation of the Closing Purchase Price Statement and to Seller’s and its Affiliates’ appropriate personnel involved in the preparation of the Closing Purchase Price Statement. Seller shall consider in good faith any reasonable comments Purchaser has to the Closing Purchase Price Statement and, to the extent Seller reasonably deems it to be appropriate, revise the Closing Purchase Price Statement to reflect such comments. Any such revised Closing Purchase Price Statement shall constitute the Closing Purchase Price Statement for all purposes of this Agreement.

Closing Purchase Price. On or before the date that is Not less than three (3) Business Days prior to the anticipated Closing Date (but no earlier than the date that is seven (7) Business Days prior to the anticipated Closing Date), Seller shall prepare and deliver to Purchaser a written statement (the “Estimated Closing Purchase Price Statement”), ) setting forth Seller’s good faith estimate of (a) Cash as of immediately prior to the Estimated Closing Working CapitalClosing, (b) Indebtedness as of immediately prior to the Estimated Closing Indebtedness (including the portion thereof, if any, comprising Funded Indebtedness)Closing, (c) Net Working Capital as of the Estimated Closing CashBenchmark Time, (d) the Estimated Transaction Expenses as of immediately prior to the Closing and (e) the resulting calculation of the Purchase Price as of the Closing Date (such calculationamount, the “Closing Purchase Price”), together with reasonable supporting detail. The Closing Purchase Price Statement shall be accompanied by a certificate in the case of an executive officer each of Seller (xa) stating that the Closing Purchase Price Statement has been through (e), prepared in accordance with this Agreement, including the Accounting Principles and Principles. During the definitions set forth herein and (y) setting forth the amount due to, and bank wire instructions for, each Person entitled to any payment at Closing pursuant to Section 2.5(d). Following period after delivery of the Estimated Closing Purchase Price StatementStatement and prior to the Closing, Seller shall afford Purchaser and its Representatives shall (i) be permitted reasonable access, upon reasonable notice and during normal business hours, hours and without undue interruption of the business of Seller and its Affiliates to review the Acquired Companies’ books and records (including work papers, schedules memoranda and other documents but excluding attorney-client privileged communications and books and records where access to the extent related such books and records is prohibited by applicable Legal Requirements) pertaining to or used in connection with the preparation of the Estimated Closing Purchase Price Statement and to Seller’s and its Affiliates’ appropriate personnel involved in the preparation of the Closing Purchase Price Statement. Seller shall consider in good faith any reasonable comments made by Purchaser has in respect of the computations of set forth in the Estimated Closing Statement; provided that the failure of Seller to implement any comments made by Purchaser for any reason shall not delay or otherwise prevent the Closing Purchase Price Statement Closing, and, to the extent Seller reasonably deems it to of any dispute regarding Purchaser’s comments, Seller’s computations shall be appropriate, revise conclusive for purposes of determining the Closing Purchase Price Statement Price, but shall be subject to reflect such comments. Any such revised Closing Purchase Price Statement shall constitute adjustment, and the right of Purchaser to raise any objections thereto, after the Closing Purchase Price Statement for all purposes of this Agreementpursuant to Section 2.4.

Closing Purchase Price. On or before the date that is three (3a) At least ten (10) Business Days prior to the anticipated Closing Date (but no earlier than the date that is seven (7) Business Days prior to the anticipated Closing Date), the Seller shall prepare and deliver to Purchaser the Buyer a statement consistent with the sample statement set forth in Exhibit A (the “Estimates Statement”) setting forth, in reasonable detail, a good faith calculation of the Seller’s estimate of (i) Closing Purchase Price StatementCash (“Estimated Closing Cash”), setting forth (aii) the Company Transaction Expenses (“Estimated Company Transaction Expenses”), (iii) Closing Indebtedness (“Estimated Closing Indebtedness”) and (iv) Closing Working Capital (“Estimated Closing Working Capital, (b) the Estimated Closing Indebtedness (including the portion thereof, if any, comprising Funded Indebtedness), (c) the Estimated Closing Cash, (d) the Estimated Transaction Expenses and (e) the resulting calculation of the Purchase Price as of the Closing Date (such calculation, the “Closing Purchase Price”), in each case, together with reasonable supporting detailsuch schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Estimates Statement. The Closing Purchase Price Estimates Statement shall be accompanied by a certificate of an executive officer of Seller (x) stating that also include the Closing Purchase Price Statement has been prepared in accordance with this Agreement, including the Accounting Principles and the definitions set forth herein and (y) setting forth the amount due to, and bank wire instructions for, each Person entitled to any payment at Closing pursuant to Section 2.5(d). Following delivery Seller’s calculation of the Closing Purchase Price based on the amounts included in the Estimates Statement. The Estimates Statement shall be prepared in accordance with (x) the same accounting principles, Seller shall afford Purchaser policies, methods and its Representatives reasonable accessprocedures, upon reasonable notice consistently applied, as those used in the Company Balance Sheet and during normal business hours, to the books and records (y) to the extent related not addressed by the immediately preceding clause (x), GAAP (the “Accounting Principles”). During the period after the delivery of the Estimates Statement and prior to the preparation of Closing Date, the Closing Purchase Price Buyer shall have an opportunity to review and provide comments to the Estimates Statement and to Seller’s and its Affiliates’ appropriate personnel involved in the preparation of the Closing Purchase Price Statement. Seller shall and shall cause the Company to cooperate in a reasonable manner with the Buyer and consider in good faith any reasonable comments Purchaser has provided by the Buyer in writing; provided that in no event shall any review of the Estimates Statement by the Buyer, or any dispute relating thereto, delay or prevent the Closing. If the Seller accepts any such comments, it shall deliver to the Closing Purchase Price Statement and, to Buyer an updated version of the extent Seller reasonably deems it to be appropriate, revise the Closing Purchase Price Statement to reflect such comments. Any such revised Closing Purchase Price Statement shall constitute the Closing Purchase Price Statement for all purposes of this AgreementEstimates Statement.