Estimated Closing Adjustment. At least five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to Purchaser a statement (the “Estimated Closing Date Statement”), reasonably acceptable to Purchaser, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (i) the amount of each of (A) Indebtedness remaining unpaid as of immediately prior to the Closing, (B) Change of Control Payments remaining unpaid as of immediately prior to the Closing, (C) Company Transaction Expenses, and (D) accrued Pre-Closing Taxes remaining unpaid as of immediately prior to the Closing, and (ii) the resulting calculation of the Purchase Price under Section 2.6(a) (the “Estimated Purchase Price”). The Estimated Closing Date Statement and the calculations thereunder shall be prepared and calculated by the Sellers’ Representative in good faith. In the event the Sellers’ Representative and Purchaser are unable to reach agreement as to the calculation of the Estimated Purchase Price, the Estimated Purchase Price shall be deemed to equal the Sellers’ Representative’s calculation of the Estimated Purchase Price.
Estimated Closing Adjustment. Not earlier than 10 days and not later than three days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a statement setting forth Seller’s good faith calculation of (a) the estimated Final Indebtedness (as adjusted by Seller pursuant to this Section 1.03, the “Estimated Indebtedness”), (b) the estimated Final Working Capital (as adjusted by Seller pursuant to this Section 1.03, the “Estimated Final Working Capital”), (c) the estimated Final Transaction Expenses (as adjusted by Seller pursuant to this Section 1.03, the “Estimated Transaction Expenses”), and (d) the NAI-1502820106v1 estimated Final Cash on Hand (as adjusted by Seller pursuant to this Section 1.03, the “Estimated Cash on Hand”). Such statement will be prepared in accordance with the Transaction Accounting Principles. Following the delivery of such statement, Seller shall cooperate in good faith to answer questions raised by Purchaser in connection with its review of such statement, consider in good faith any potential adjustments to such statement raised by Purchaser in good faith prior to the Closing and, if applicable, update such statement accordingly; provided that Purchaser’s review of and commentary regarding such statement shall in no way delay or otherwise affect the timing of the Closing.
Estimated Closing Adjustment. (i) No later than the Wednesday immediately before the Closing, Parent shall prepare and deliver to Buyer a statement (the “Estimated Closing Adjustment Statement”) setting forth its good faith estimate of Sellers’ Current Receivables, Delinquent Receivables, Cash on Hand, Prepaid Rent, and Current Liabilities as of 11:59 p.m. on the calendar day prior to the Closing Date (each, an “Estimated Amount”), which statement shall contain a calculation of Sellers’ Current Receivables and Delinquent Receivables as of 11:59 p.m. on the calendar day prior to the Test Date and a reconciliation thereof with Parent’s Estimated Amount of Sellers’ Current Receivables and Delinquent Receivables, and a certificate of the Chief Financial Officer of Parent that such statement was prepared and each Estimated Amount was determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies, and procedures, with consistent classifications, judgments, and valuation and estimation methodologies (in each case except as specifically modified as provided in this Agreement for purposes of determining Current Receivables, Delinquent Receivables, Cash on Hand, Prepaid Rent, and Current Liabilities) that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end and the Interim Financial Statements as if such Estimated Closing Adjustment Statement was being prepared and audited as of a fiscal year end or such interim period, as applicable. The Seller Parties shall make their senior financial officers reasonably available to answer any questions of Buyer regarding such statement.
Estimated Closing Adjustment. At least five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to Purchaser a statement (the “Estimated Closing Date Statement”), reasonably acceptable to Purchaser, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (i) Closing Net Working Capital and the components thereof, (ii) the amount of each of (A) Indebtedness remaining unpaid immediately prior to the Closing, (B) Change of Control Payments remaining unpaid immediately prior to the Closing, (C) Company Transaction Expenses, (D) Pre-Closing Taxes remaining unpaid at the Closing, and (E) Closing Company Cash, and (iii) the resulting calculation of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”). The Estimated Closing Date Statement and the calculations thereunder shall be prepared and calculated by the Sellers’ Representative in good faith.
Estimated Closing Adjustment. “Estimated Closing Adjustment” means:
Estimated Closing Adjustment. No more than seven Business Days and not less than three Business Days prior to the anticipated Closing Date, Seller shall deliver to Purchaser a written statement (the “Estimated Adjustment Statement”) setting forth in reasonable detail (A) Seller’s good faith estimate of (1) Net Working Capital (“Estimated Net Working Capital”) calculated in the manner set forth on Schedule 2.03, accompanied by an estimated balance sheet of the Company as of the Measurement Time, and (2) Closing Date Cash (“Estimated Closing Date Cash”), and (B) Seller’s calculation of the Estimated Closing Adjustment and the Closing Date Payment. The Estimated Adjustment Statement shall include all supporting calculations and records. Seller shall provide Purchaser with a reasonable opportunity to review and comment on the components of the Estimated Adjustment Statement after delivery of the Estimated Adjustment Statement and prior to the Closing. Seller shall provide, and shall cause the Company to provide, Purchaser and Purchaser’s independent accountant and financial advisor, at no expense to Purchaser, access to the working papers, accounting and other books and records of the Business and the appropriate personnel to the extent reasonably required to complete its review of the Estimated Adjustment Statement.
Estimated Closing Adjustment. For purposes of determining the Closing Cash Payment payable by Buyer at the Closing, prior to the Closing Date, Shareholders shall, in consultation with Company and based on the Company's financial statements, prepare and deliver to Buyer the Estimated Closing Statement, which shall include an estimated calculation of the Closing Adjustment as of the Effective Time (the "Estimated Closing Adjustment"). In the event Buyer shall object to any of the information set forth on the Estimated Closing Statement including the Estimated Closing Adjustment the parties shall negotiate in good faith and agree on
Estimated Closing Adjustment. (a) At least three Business Days prior to the Closing Date, Xxxxx shall prepare, or cause to be prepared, and deliver to Xxxxxxx Holdings and NewCo a written statement (the “Xxxxx Preliminary Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Xxxxx Contributed Companies and their Subsidiaries, as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date (the “Xxxxx Preliminary Closing Balance Sheet”), (ii) the amount of the Acquisition Pipeline EBITDA of the Xxxxx Contributed Companies based upon the acquisitions of percentage interests of Persons in the Acquisition Pipeline of the Xxxxx Contributed Companies (not taking into account any control premium or discount) that have been, and a good faith estimate of such acquisitions that are expected to be, closed as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date (the “Xxxxx Estimated Acquisition Pipeline EBITDA”), (iii) the Facility Ownership Adjustment for the Xxxxx Contributed Business (the “Xxxxx Estimated Facility Ownership Adjustment”), (iv) a good-faith estimate of (A) Net Working Capital of the Xxxxx Contributed Companies and their consolidated Subsidiaries (the “Xxxxx Estimated Net Working Capital”), (B) Indebtedness of the Xxxxx Contributed Companies and their consolidated Subsidiaries (the “Xxxxx Estimated Indebtedness”), (C) Cash of the Xxxxx Contributed Companies and their consolidated Subsidiaries (the “Xxxxx Estimated Cash”) and (D) Transaction Expenses that remain unpaid obligations of the Xxxxx Contributed Companies and their Subsidiaries as of the Closing (the “Xxxxx Estimated Transaction Expenses”) (with each of Xxxxx Estimated Net Working Capital, Xxxxx Estimated Cash, Xxxxx Estimated Indebtedness and Xxxxx Estimated Transaction Expenses determined as of the Closing Date and, except for the Xxxxx Estimated Transaction Expenses, without giving effect to the transactions contemplated herein), and (v) on the basis of the foregoing (and Xxxxxxx Preliminary Closing Statement delivered pursuant to Section 3.2(b)), a calculation of the Xxxxx Cash Consideration (the “Estimated Xxxxx Cash Consideration”) and the Closing Cash Consideration. The Xxxxx Preliminary Closing Balance Sheet, Xxxxx Estimated Net Working Capital, Xxxxx Estimated Indebtedness, Xxxxx Estimated Cash and Xxxxx Estimated Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of th...
Estimated Closing Adjustment. Prior to the Closing, Sellers have delivered to Buyer (i) a certificate setting forth its good faith estimate of the Closing Date Working Capital (the “Estimated Closing Date Working Capital”) and (ii) the documentation underlying Sellers’ calculation of the Estimated Closing Date Working Capital. Furthermore, Sellers shall provide any and all additional information and documentation reasonably requested by Buyer to support the Estimated Closing Date Working Capital. The Closing Cash Payment shall be increased by the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Target Working Capital or the Closing Cash Payment shall be decreased by the amount, if any, by which the Estimated Closing Date Working Capital is less than the Target Working Capital.
Estimated Closing Adjustment. Prior to the date of this Agreement, Seller has delivered to Purchaser a statement (the “Estimated Closing Date Statement”), reasonably acceptable to Purchaser, setting forth a good faith estimate, together with reasonably detailed supporting documentation, of Closing Net Working Capital and the components thereof, Closing Company Indebtedness, Change of Control Payments, Company Transaction Expenses, and the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”). The Estimated Closing Date Statement and the calculations thereunder were prepared and calculated in good faith, and the Estimated Closing Date Statement is attached hereto as Exhibit B.
