Common use of Estimated Purchase Price Clause in Contracts

Estimated Purchase Price. At least five and no more than 10 Business Days prior to the Closing, Seller shall deliver, or cause to be delivered, to Purchaser a written statement duly executed by an authorized officer of Seller (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s good faith estimates of the amount of (a) the Closing Working Capital (“Estimated Closing Working Capital”), (b) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”), (c) Transaction Expenses (“Estimated Transaction Expenses”), (d) Closing Indebtedness (“Estimated Closing Indebtedness”) and (e) Closing Tax Amount (“Estimated Closing Tax Amount”), and, based on the foregoing, Seller’s calculation of the Estimated Purchase Price, together with reasonably detailed supporting calculations, in each case, determined in accordance with the definitions in this Agreement and the Accounting Principles and shall not reflect any accounting principles, policies, methods, practices, categories, estimates, judgments or assumptions other than the Accounting Principles. Seller shall consider in good faith any comments provided by Purchaser with respect to the Estimated Closing Statement, and if Seller accepts any such comments, it shall deliver to Purchaser updated versions of the Estimated Closing Statement, which updated versions shall thereupon supersede and replace the prior versions for all purposes hereunder.

Estimated Purchase Price. At least five and no more No later than 10 two (2) Business Days prior to the anticipated Closing, Seller the Companies or the Representative shall deliver, or cause deliver to be delivered, to Purchaser Buyer a written statement duly executed by an authorized officer of Seller (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s good faith estimates estimate of the amount 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 (a) the Closing Working Capital (“Estimated Closing Working Capital”), (bv) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”), (c) Transaction Expenses (“Estimated Transaction Expenses”), (dx) Closing Indebtedness (“Estimated Closing Indebtedness”), (y) Seller Expenses to the extent expected to remain unpaid at Closing (“Estimated Seller Expenses”) and (ez) Closing Tax Amount Net Working Capital (“Estimated Closing Tax AmountNet Working Capital”), andtogether 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 foregoingsame 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, Seller’s calculation of 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, together with reasonably detailed supporting calculations, in each case, determined in accordance with the definitions in this Agreement and the Accounting Principles and shall not reflect any accounting principles, policies, methods, practices, categories, estimates, judgments or assumptions other than the Accounting Principles. Seller shall consider in good faith any comments provided by Purchaser with respect to the Estimated Closing Statement, and if Seller accepts any such comments, it shall deliver to Purchaser updated versions of the Estimated Closing Statement, which updated versions shall thereupon supersede and replace the prior versions for all purposes hereunder.

Estimated Purchase Price. At least five and no more No later than 10 two (2) Business Days prior to the Closing, the Seller Representative shall deliver, or cause deliver to be delivered, to Purchaser Buyer a written certified statement duly executed by an authorized officer of Seller (the “Estimated Closing Statement”) setting forth in reasonable detail Seller(i) the Seller Representative’s good faith estimates of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Transaction Expenses, Free Rent and Leasing Credit, Preferred Redemption Credit, Property Sales Credit, and Portfolio Improvement Credit, together with a calculation of the amount of Purchase Price based on such estimates (a) the Closing Working Capital (“Estimated Closing Working Capital”), (b) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”), (c) Transaction Expenses (“Estimated Transaction Expenses”), (d) Closing Indebtedness (“Estimated Closing IndebtednessPurchase Price”) and (eii) the aggregate amount of the Closing Tax Amount (“Consideration payable to Sellers. The Estimated Closing Tax Amount”Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.4(e), and, based on in the foregoing, Seller’s calculation form of the Estimated Purchase PriceExhibit B, together with reasonably detailed reasonable supporting calculations, in each case, determined in accordance with documentation. During the definitions in this Agreement and period after the Accounting Principles and shall not reflect any accounting principles, policies, methods, practices, categories, estimates, judgments or assumptions other than the Accounting Principles. Seller shall consider in good faith any comments provided by Purchaser with respect to the Estimated Closing Statement, and if Seller accepts any such comments, it shall deliver to Purchaser updated versions delivery of the Estimated Closing StatementStatement and prior to the Closing Date, which updated versions Buyer shall thereupon supersede have an opportunity to review the Estimated Closing Statement and replace Seller Representative shall cooperate with Buyer in good faith to mutually agree upon the Estimated Closing Statement in the event Buyer disputes any item proposed to be set forth on such statement; provided, however, that if Seller Representative and Buyer are not able to reach mutual agreement prior versions to the Closing Date, the Estimated Closing Statement provided by Seller to Buyer, as modified to include any changes agreed to by Seller Representative and Buyer, shall be binding for all purposes hereunderof this Section 2.4(a).

Estimated Purchase Price. At least five and no more Not later than 10 four (4) Business Days prior to before the Closing, the Seller shall deliver, or cause deliver to be delivered, to Purchaser the Buyer a written statement duly executed by an authorized officer certificate of the Seller that (i) sets forth in reasonable detail the Seller’s reasonable estimate of each of the Closing Net Working Capital Amount (the “Estimated Closing StatementNet Working Capital Amount”) setting and the Closing Deadband Exceptions (the “Estimated Deadband Exceptions”), along with reasonable supporting detail therefor, with such estimates prepared in accordance with the following priority of principles (and to the extent of any conflict among such principles, such estimates shall be determined pursuant to the following hierarchy of principles) (1) the specific principles set forth on Schedule 1.1(b), (2) to the extent not addressed by (1), GAAP, and only to the extent consistent with GAAP, the principles applied in a manner consistent with the preparation of the Audited Financial Statements on a going concern basis and using the same accounting methods, policies, practices and year-end procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Audited Financial Statements, including a reconciliation of all significant accounts, and (3) to the extent not addressed by (1) or (2), GAAP as in effect as of October 3, 2020 (the “Accounting Principles”), (ii) confirms that the Estimated Net Working Capital Amount and the Estimated Deadband Exceptions were prepared in good faith and in accordance with the Accounting Principles and (iii) sets forth in reasonable detail the Seller’s good faith estimates reasonable estimate of the amount of (a) the Closing Working Capital (“Estimated Closing Working Capital”), (b) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”), (c) Transaction Expenses (“Estimated Transaction Expenses”), (d) Closing Indebtedness (the “Estimated Closing Indebtedness”) and (e) Closing Tax Amount (“Estimated Closing Tax Amount”). Seller shall provide Buyer with a reasonable opportunity to review the certificate contemplated by the preceding sentence, and, based on the foregoing, Seller’s calculation of the Estimated Purchase Price, together with reasonably detailed supporting calculations, in each case, determined in accordance with the definitions in this Agreement and the Accounting Principles and shall not reflect any accounting principles, policies, methods, practices, categories, estimates, judgments or assumptions other than the Accounting Principles. Seller make available to Buyer all information reasonably requested by Buyer to assist in its review thereof and shall consider in good faith any Buyer’s reasonable comments provided by Purchaser thereto, including with respect to the Estimated Closing Statement, and if Seller accepts any such comments, it shall deliver to Purchaser updated versions calculations of the Estimated Closing StatementNet Working Capital Amount, which updated versions shall thereupon supersede the Estimated Deadband Exceptions and replace the prior versions for all purposes hereunderEstimated Indebtedness.

Estimated Purchase Price. At least No later than five and no more than 10 (5) Business Days prior to the ClosingClosing Date, Seller Sellers shall deliver, or cause provide to be delivered, to Purchaser Buyer a written statement duly executed by an authorized officer of Seller (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s good faith estimates an estimate of the amount of Final Purchase Price which shall be equal to (ai) the Enterprise Value plus (ii) Sellers’ good-faith estimate of the Closing Date Cash, minus (iii) Sellers’ good-faith estimate of the Closing Date Indebtedness, minus (iv) Sellers’ good-faith estimate of the Transaction Expenses, plus (v) Sellers’ good-faith estimate of the Net Working Capital Adjustment Amount (“Estimated Closing Working Capital”which may be a positive or negative number) (the calculation resulting from clauses (i), (b) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”ii), (c) Transaction Expenses (“Estimated Transaction Expenses”iii), (d) Closing Indebtedness (“Estimated Closing Indebtedness”iv) and (e) Closing Tax Amount (“Estimated Closing Tax Amount”v), and, based on the foregoing, Seller’s calculation of the “Estimated Purchase Price, together with reasonably detailed supporting calculations”), in each case, determined delivered with reasonable supporting detail with respect to the calculation of such amounts. At the Closing, Buyer shall pay, or cause to be paid, to Sellers or other Persons designated by Sellers, by wire transfer of immediately available funds to such account(s) as Sellers shall designate in accordance with writing to Buyer not less than three (3) Business Days prior to the definitions Closing Date (the “Seller Designated Account(s)”), an aggregate amount in this Agreement cash equal to the Estimated Purchase Price. During the period after the delivery of the Estimated Closing Statement and prior to the Closing, Buyer shall have an opportunity to review and comment on the Estimated Closing Statement and the Accounting Principles calculations set forth therein and Sellers shall not reflect any accounting principles, policies, methods, practices, categories, estimates, judgments or assumptions other than the Accounting Principles. Seller shall reasonably cooperate with Buyer and consider in good faith any comments provided by Purchaser with respect revisions to the Estimated Closing Statement, and if Seller accepts Statement proposed by Xxxxx; provided that in no event shall any such comments, it shall deliver to Purchaser updated versions review of the Estimated Closing StatementStatement by Buyer, which updated versions shall thereupon supersede and replace or any dispute relating thereto, delay or prevent the prior versions for all purposes hereunderClosing.