Common use of Estimated Purchase Price Clause in Contracts

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. Not later than one (1) day before the Closing, Parrot Seller shall deliver to Buyer a certificate of the Company (the “Company Pre-Closing Certificate”) executed on its behalf by the Chief Executive Officer an officer or similar authorized representative 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 Seller 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 Seller 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’ Seller’s 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. Not later than one three (13) day days before the Closing, Parrot the Company shall deliver to Buyer Parent and the Equityholder Representative a certificate of the Company (the “Company Pre-Closing Certificate”) executed on its behalf by the Chief Executive Financial 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 (the “Estimated Closing Cash”), the Aggregate Exercise Price (iii) the “Estimated Aggregate Exercise Price”), Closing Debt (the “Estimated Closing Debt”), and (iv) Unpaid Company Transaction Expenses (the “Estimated Unpaid Company Transaction Expenses”), along with reasonable supporting detail therefor, such estimated estimates to be prepared in accordance with GAAP, using the policies, conventions, methodologies and procedures used by the Company in preparing the Financial StatementsSpecified Accounting Principles. Prior to Closing, Parrot the Company and Buyer Parent shall cooperate in good faith to agree upon the calculation of the Estimated Net Working Capital Amount, the Estimated Closing Cash, the Estimated Aggregate Exercise Price, the Estimated Closing Debt and Estimated Unpaid Company Transaction Expenses upon which the Per Share Merger Consideration to be paid at 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. Not later than one (1) day before the Closing, Parrot Seller shall deliver to Buyer a certificate of the Company (the “Company Pre-Closing Certificate”) executed on its behalf by the Chief Executive Officer an officer or similar authorized representative 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 GAAPthe Accounting Principles, using the policies, conventions, methodologies and procedures used by the Company in preparing the Financial Statements. Prior to Closing, Parrot Seller 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 Seller 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’ Seller’s and Buyer GroupBuyer’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. Not later than one two (12) day days before the Closing, Parrot the Company shall deliver to Buyer and the Shareholders’ Representative a certificate of the Company (the “Company Pre-Closing Certificate”) executed on its behalf by the Chief Executive Financial 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”), Identified Capital Expenditures (iii) the “Estimated Identified Capital Expenditures”), Closing Debt (“Estimated Closing Debt”), ) and (iv) Unpaid Company Transaction Expenses (“Estimated Unpaid Company Transaction Expenses”), along with reasonable supporting detail therefortherefore, such estimated estimates to be prepared in accordance with GAAP, using the policies, conventions, methodologies and procedures set forth on Schedule 2.4(a) attached hereto and used by the Company in preparing preparation of Schedule 1.1(d) (the Financial Statements“Specified Accounting Principles”). Prior to Closing, Parrot the Company and Buyer shall cooperate in good faith to agree upon the calculation of the Estimated Net Working Capital AmountClosing Cash, Estimated Closing CashIdentified Capital Expenditures, Estimated Closing Debt and Estimated Unpaid Company Transaction Expenses upon which the Closing Date Purchase Price shall be based, ; provided that, if Parrot the Company 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 AmountClosing Cash, Estimated Closing CashIdentified Capital Expenditures, 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, Sellersparties’ and Buyer Group’s estimate of Estimated Net Working Capital AmountClosing Cash, Estimated Closing CashIdentified Capital Expenditures, Estimated Closing Debt or Estimated Unpaid Company Transaction Expenses, as applicable. CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Estimated Purchase Price. Not later than one two (12) day days before the Closing, Parrot the Company shall deliver to Buyer and the Shareholders’ Representative a certificate of the Company (the “Company Pre-Closing Certificate”) executed on its behalf by the Chief Executive Financial 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”), Identified Capital Expenditures (iii) the “Estimated Identified Capital Expenditures”), Closing Debt (“Estimated Closing Debt”), ) and (iv) Unpaid Company Transaction Expenses (“Estimated Unpaid Company Transaction Expenses”), along with reasonable supporting detail therefortherefore, such estimated estimates to be prepared in accordance with GAAP, using the policies, conventions, methodologies and procedures set forth on Schedule 2.4(a) attached hereto and used by the Company in preparing preparation of Schedule 1.1(d) (the Financial Statements“Specified Accounting Principles”). Prior to Closing, Parrot the Company and Buyer shall cooperate in good faith to agree upon the calculation of the Estimated Net Working Capital AmountClosing Cash, Estimated Closing CashIdentified Capital Expenditures, Estimated Closing Debt and Estimated Unpaid Company Transaction Expenses upon which the Closing Date Purchase Price shall be based, ; provided that, if Parrot the Company 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 AmountClosing Cash, Estimated Closing CashIdentified Capital Expenditures, 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, Sellersparties’ and Buyer Group’s estimate of Estimated Net Working Capital AmountClosing Cash, Estimated Closing CashIdentified Capital Expenditures, Estimated Closing Debt or Estimated Unpaid Company Transaction Expenses, as applicable.

Estimated Purchase Price. Not later than one three (13) day before Business Days prior to the ClosingClosing Date, Parrot the Company shall deliver to Buyer Parent a written statement and certificate of the Company (“Company Pre-Closing Certificate”) executed on its behalf by the Chief Executive Financial Officer (or equivalent officer with reasonably equivalent duties or level of authority) of the Company that sets forth in reasonable detail the Company’s good faith 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”), the resulting Estimated Merger Consideration, the estimated Participating Per Share Merger Consideration and the estimated Series E Preferred Per Share Merger Consideration (such written statement and certificate, the “Estimated Closing Statement”), along with reasonable supporting detail therefor, such estimated estimates to be prepared in accordance with GAAP, using as consistently applied in 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 preparation of the Estimated Net Working Capital Amountaudited consolidated financial statements of the Acquired Companies as of and for the fiscal year ended December 31, 2016 (provided that, notwithstanding anything to the contrary in this Agreement, the Closing Cash, Estimated Closing Cash, Estimated Closing Debt and Estimated Unpaid Closing Debt shall be determined and calculated in accordance with the definitions of Cash and Indebtedness, as applicable (including the determinations to be made in accordance with GAAP as provided in such definitions) and the 2017 annual cash bonuses for the Management Carve-Out Plan Participants shall equal the amounts as set forth opposite such participant’s name on Section 1.3(e) of the Disclosure Schedule). The Estimated Closing Statement shall be subject to Parent’s approval (not to be unreasonably withheld). The Company shall not permit any Acquired Company to use Cash to pay Transaction Expenses upon which or Indebtedness of the Acquired Companies after 11:59 p.m. Pacific time on the day immediately preceding the Closing Date Purchase Price shall be based, provided that, if Parrot and Buyer are unable prior 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 applicableClosing.