Estimated Purchase Price. Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.
Estimated Purchase Price. The “Estimated Purchase Price” shall mean (i) $174,000,000, plus (ii) the amount by which Estimated Net Working Capital exceeds Target Working Capital (or minus the amount by which Target Working Capital exceeds Estimated Net Working Capital), plus (iii) the total amount of Estimated Cash on Hand, minus (iv) the outstanding amount of Estimated Indebtedness, minus (v) the amount of Estimated Seller Expenses.
Estimated Purchase Price. No later than two (2) Business Days prior to the anticipated Closing, the Companies or the Representative shall deliver to Buyer a good faith estimate of the Estimated Purchase Price, and reasonably detailed calculations demonstrating each component thereof, together with reasonable documentation to support such calculation, which shall include a good faith estimate of (v) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”), (x) Closing Indebtedness (“Estimated Closing Indebtedness”), (y) Seller Expenses to the extent expected to remain unpaid at Closing (“Estimated Seller Expenses”) and (z) Net Working Capital (“Estimated Net Working Capital”), together with a statement of the calculation of Estimated Purchase Price and wire instructions for each Seller (as revised pursuant to the last sentence of this Section, the “Estimated Closing Statement”). The Estimated Closing Statement shall be prepared based upon the books and records of the Companies and based on the same principles and methodologies utilized in preparing the Financial Statements. The Companies will consider in good faith all comments made by Buyer to the Estimated Closing Statement and shall make such changes to the Estimated Closing Statement as they determine in good faith to be appropriate; provided, that, if the Companies determine in good faith that it is appropriate not to make any changes, then the Estimated Closing Statement shall be used at the Closing to determine the Estimated Purchase Price.
Estimated Purchase Price. Not later than one (1) day before the Closing, Parrot shall deliver to Buyer a certificate of the Company (“Company Pre-Closing Certificate”) executed on its behalf by the Chief Executive Officer of the Company that sets forth in reasonable detail the Company’s estimates of the (i) Closing Net Working Capital Amount (the “Estimated Net Working Capital Amount”), (ii) Closing Cash (“Estimated Closing Cash”), (iii) Closing Debt (“Estimated Closing Debt”), and (iv) Unpaid Company Transaction Expenses (“Estimated Unpaid Company Transaction Expenses”), along with reasonable supporting detail therefor, such estimated to be prepared in accordance with GAAP, using the policies, conventions, methodologies and procedures used by the Company in preparing the Financial Statements. Prior to Closing, Parrot and Buyer shall cooperate in good faith to agree upon the calculation of the Estimated Net Working Capital Amount, Estimated Closing Cash, Estimated Closing Debt and Estimated Unpaid Company Transaction Expenses upon which the Closing Date Purchase Price shall be based, provided that, if Parrot and Buyer are unable to agree as to any item set forth on the Company Pre-Closing Certificate, then the amount set forth as the Estimated Net Working Capital Amount, Estimated Closing Cash, Estimated Closing Debt or Estimated Unpaid Company Transaction Expenses, as applicable, on the Company Pre-Closing Certificate shall be deemed to be the Company’s, Sellers’ and Buyer Group’s estimate of Estimated Net Working Capital Amount, Estimated Closing Cash, Estimated Closing Debt or Estimated Unpaid Company Transaction Expenses, as applicable.
Estimated Purchase Price. The Purchase Price payable at Closing under Section 2.2 (the “Estimated Purchase Price”) and payments under Section 2.4 shall be calculated using the estimated Closing Debt Amount, estimated Seller Transaction Expenses and estimated Net Working Capital set forth on the Estimated Closing Statement.
Estimated Purchase Price. “Estimated Purchase Price” shall have the meaning set forth in Section 1.2(b).
Estimated Purchase Price. (i) No later than one (1) Business Days prior to the Closing, the Company shall deliver to Purchaser (A) a written statement (the “Estimated Closing Statement”) setting forth the Estimated Working Capital, the Estimated Net Working Capital Adjustment, if any, and the Company’s good faith estimates of the amounts of Closing Indebtedness, Closing Cash and Seller Expenses, together with a calculation of the Purchase Price based on such estimates (the “Estimated Purchase Price”) and (B) a statement (the “Funds Flow”) that will set forth the wire transfer or other payment instructions with respect to the payments to be made to the Sellers and to the applicable recipients of the Seller Expenses pursuant to this Section 2.3. During the period after the delivery of the Estimated Closing Statement and prior to the Closing, Purchaser shall have the opportunity to review and comment on the Estimated Closing Statement and the calculations set forth therein and the Company shall reasonably cooperate with Purchaser and consider in good faith any revisions to the Estimated Closing Statement proposed by Purchaser; provided that in no event shall any review of the Estimated Closing Statement by Purchaser, or any dispute or disagreement relating thereto, delay or prevent the Closing, and, in the event of any dispute or disagreement relating thereto, the Parties acknowledge and agree that the item(s) in dispute or at disagreement shall be as finally determined in good faith by the Company for all purposes of the Closing (provided that nothing in this Section 2.3(a) shall in any way limit the rights of the Parties in connection with the final determination of the Purchase Price in accordance with Section 2.3(c)). The Estimated Closing Statement and the estimates and calculations contained therein shall be prepared in accordance with Section 2.3(e).
Estimated Purchase Price. No later than three (3) Business Days prior to the Closing, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimates of Closing Working Capital, Cash and Cash Equivalents, the Notes Receivable Amount, Closing Indebtedness and Seller Expenses, together with a calculation of the Purchase Price based on such estimates (the “Estimated Purchase Price”). The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.4(e).
Estimated Purchase Price. No later than three (3) Business Days prior to the Closing, the Seller shall deliver to Purchaser a calculation of the Estimated Purchase Price. On the Closing Date (or with respect to any proceeds to be paid through any payroll account, promptly thereafter), Purchaser shall pay, or shall cause to be paid, the Estimated Purchase Price as follows:
Estimated Purchase Price. At least three and not more than five days prior to the scheduled Closing Date, the Seller shall deliver to Buyer a good faith estimate, prepared and certified by its Chief Financial Officer (the "Seller's Estimate"), of the Wholesale Value of Inventory (which shall be calculated net of shrinkage for purposes of determining the Estimated Purchase Price but not in determining the actual Purchase Price), the Inventory Aging Adjustment, and the estimated Purchase Price, based on the foregoing two estimates and the formula set forth in Section 3.1 (the "Estimated Purchase Price"), together with a copy of the inventory records supporting such estimate. The Seller's Estimate shall be computed based on the formula set forth in Section 3.1 and the definitions set forth in Section 3.4, but in all other respects in a manner consistent with past practices of the Seller.
