Common use of Estimated Purchase Price Clause in Contracts

Estimated Purchase Price. At least three Business Days prior to the Closing Date, Seller shall furnish to Buyer (a) a certificate (the “Closing Certificate”) setting forth Seller’s good faith estimate of (i) the amount of Closing Cash (the “Estimated Closing Cash”), (ii) the amount and calculation of each component of the Working Capital as of the Effective Time (the “Estimated Working Capital”), including the resulting Estimated Working Capital Underage (if any), (iii) the amount and calculation of each component of Company Debt as of immediately prior to the Closing (the “Estimated Company Debt”), and (iv) the Estimated Purchase Price calculated based upon the items set forth in the foregoing clauses (i) - (iii), (b) reasonably detailed support documentation for each of the items set forth in the foregoing clause (a), and (c) an estimated balance sheet of the Company as of the Effective Time (the “Closing Balance Sheet”). Buyer shall be entitled to review, and Seller shall consider in good faith the modification of the Closing Certificate proposed by Buyer; provided, that, subject to the foregoing good faith consideration, the final determination of the Closing Certificate and the calculations and amounts set forth thereon shall be determined by Seller in its sole discretion. Seller, the Company, and their respective Representatives shall cooperate with and make available to Buyer and its Representatives all information, records, data and working papers, and shall permit access to their respective personnel involved in the preparation or review of the Closing Certificate during normal business hours, as may be reasonably requested in connection with the preparation and analysis of the Closing Certificate and the resolution of any disputes thereunder; provided, that Seller’s and the Company’s accountants will not be obligated to make any work papers available to any Person except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and neither Seller nor the Company will be obligated to provide any information, records, data and working papers to the extent disclosure of such items would cause such party to lose the attorney-client privilege with respect thereto; provided, further, that if a party is withholding any information pursuant to the foregoing exception it shall notify the other parties and, describe the information being so withheld and, if requested, use commercially reasonable efforts to provide extracts or summaries of such protected information or otherwise provide such protected information in a manner that would not jeopardize the applicable privilege.

Estimated Purchase Price. At least No later than three (3) Business Days prior to the Closing Date, Seller the Company shall furnish deliver to Buyer (a) Purchaser a certificate written statement (the “Estimated Closing CertificateStatement”) setting forth Seller’s (i) its good faith estimate of the Purchase Price (ithe “Estimated Purchase Price”) in respect of which the Company shall (A) use the Enterprise Value and (B) estimate (1) the amount of Closing Cash (the “Estimated Closing Cash”)Date Funded Indebtedness, (ii2) the amount and calculation of each component of the Working Capital as of the Effective Time (the “Estimated Working Capital”), including the resulting Estimated Working Capital Underage (if any)Unpaid Seller Expenses, (iii3) the amount of Cash and Cash Equivalents and (4) the Net Working Capital and the resulting calculation of each component of the Net Working Capital Adjustment. To the extent reasonably requested by Purchaser, the Company Debt as of immediately prior will make available to Purchaser and its auditors and advisors all material records and work papers used in preparing the Closing (the “Estimated Company Debt”), and (iv) statement setting forth the Estimated Purchase Price calculated based upon Price; provided that any information provided pursuant hereto shall be subject to the items confidentiality and non-use obligations of Section 6.3. The Company shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement, and will consider, in good faith, any appropriate changes, it being understood that Purchaser shall have no approval rights with respect to the estimates or calculation therein; provided, that in case of any disagreement between the parties hereto, in no case shall such disagreement delay the Closing and the Company’s estimates and calculations set forth in the foregoing clauses (i) - (iii)Estimated Closing Statement shall control. The Company’s acceptance or rejection of any of Purchaser’s suggested changes, (b) reasonably detailed support documentation for each if any, shall be without prejudice to the right of Purchaser to raise any disputed matter in respect of the items set forth in the foregoing clause (a), and (c) an estimated balance sheet calculation of the Company as of the Effective Time (the “Closing Balance Sheet”). Buyer shall be entitled to review, and Seller shall consider in good faith the modification of the Closing Certificate proposed by Buyer; provided, that, subject to the foregoing good faith consideration, the final determination of the Closing Certificate and the calculations and amounts set forth thereon shall be determined by Seller in its sole discretion. Seller, the Company, and their respective Representatives shall cooperate with and make available to Buyer and its Representatives all information, records, data and working papers, and shall permit access to their respective personnel involved in the preparation or review of the Closing Certificate during normal business hours, as may be reasonably requested in connection with the preparation and analysis of the Closing Certificate and the resolution of any disputes thereunder; provided, that Seller’s and the Company’s accountants will not be obligated to make any work papers available to any Person except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and neither Seller nor the Company will be obligated to provide any information, records, data and working papers to the extent disclosure of such items would cause such party to lose the attorney-client privilege with respect thereto; provided, further, that if a party is withholding any information Purchase Price pursuant to the foregoing exception it shall notify the other parties and, describe the information being so withheld and, if requested, use commercially reasonable efforts to provide extracts or summaries of such protected information or otherwise provide such protected information in a manner that would not jeopardize the applicable privilegeSection 3.5.

Estimated Purchase Price. At least three No later than the fifth Business Days Day prior to the Closing DateClosing, Seller shall furnish the Company will deliver to Buyer (ai) a certificate (the “Closing Certificate”) setting forth Seller’s good faith estimate of (i) the amount of Closing Cash statement (the “Estimated Closing CashStatement”)) setting forth Sellers’ good faith estimates of the amounts of Closing Net Working Capital, (ii) the amount Closing Cash and Cash Equivalents, Closing Indebtedness and Seller Expenses, together with a calculation of each component of the Working Capital as of the Effective Time Purchase Price (the “Estimated Working CapitalPurchase Price”)) based on such estimates, including the resulting Estimated Working Capital Underage together with related supporting documentation and calculations, and (if any), (iiiii) the amount and calculation of each component of Company Debt as of immediately prior to the Closing a schedule (the “Estimated Company DebtPayment Schedule”), and (iv) setting forth each Seller’s pro rata share of the Estimated Purchase Price calculated based upon and designating the items Paying Agent’s account to which the Purchase Price due to Sellers shall be paid by Buyer at Closing (to be further distributed by the Paying Agent to each Seller in accordance with such Seller’s pro rata share as set forth in on the foregoing clauses (i) - (iii), (b) reasonably detailed support documentation for each of the items set forth in the foregoing clause (a), and (c) an estimated balance sheet of the Company as of the Effective Time (the “Closing Balance Sheet”Payment Schedule). Buyer shall be entitled to review, comment on and Seller propose reasonable changes in writing (email being sufficient) to the estimated amounts in the Estimated Closing Statement, and the Sellers shall provide Buyer and its Representatives, with reasonable access, at reasonable times following prior written notice (such access not to unreasonably disrupt the business and operations of the Group Companies), to the relevant officers, and relevant and non-privileged financial books and records of the Group Companies, in each case, to the extent reasonably necessary to verify the accuracy of such estimated amounts, and in each case, excluding any materials that are subject to attorney-client privilege; provided, however, that, for the avoidance of doubt, no such review, comment, proposal of changes or access shall hinder or delay the Closing. The Company shall consider in good faith Buyer’s proposed changes that are received by the modification of Company in writing (email being sufficient) by the date that is not later than one Business Day prior to the Closing, to the amounts in the Estimated Closing Certificate proposed by BuyerStatement; provided, that, subject for the avoidance of doubt, the Company shall not be required to make any of Buyer’s proposed changes. In the event of any dispute between Buyer and the Company on the Estimated Closing Statement, the Estimated Closing Statement delivered by the Company to Buyer shall govern for purposes of the amounts to be paid at Closing. The Estimated Closing Statement and the determinations and calculations contained therein will be prepared in accordance with the accounting procedures set forth in this Agreement, including Section 2.4(d). For the avoidance of doubt, adjustments may be made to the foregoing good faith considerationEstimated Closing Statement any time prior to Closing to account for any changes due to the passage of time (e.g., the final determination of the Closing Certificate and the calculations and amounts set forth thereon shall be determined by increases in Seller in its sole discretion. Seller, the Company, and their respective Representatives shall cooperate with and make available to Buyer and its Representatives all information, records, data and working papers, and shall permit access to their respective personnel involved in the preparation Expenses) or review of the Closing Certificate during normal business hours, as may be reasonably requested per diems in connection with any payoff letters and any such adjustments shall not require the preparation and analysis delivery of a new Estimated Closing Statement (or new invoices) at least three Business Days prior to the Closing Certificate and or in any other way delay the resolution of any disputes thereunder; provided, that Seller’s and the Company’s accountants will not be obligated to make any work papers available to any Person except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and neither Seller nor the Company will be obligated to provide any information, records, data and working papers to the extent disclosure of such items would cause such party to lose the attorney-client privilege with respect thereto; provided, further, that if a party is withholding any information pursuant to the foregoing exception it shall notify the other parties and, describe the information being so withheld and, if requested, use commercially reasonable efforts to provide extracts or summaries of such protected information or otherwise provide such protected information in a manner that would not jeopardize the applicable privilegeClosing.

Estimated Purchase Price. At least No later than three Business Days prior to the Closing DateClosing, the Seller Representative shall furnish prepare and deliver to Buyer (a) a certificate (the “Closing Certificate”) setting forth Seller’s good faith estimate of (i) the amount of Closing Cash statement (the “Estimated Closing Statement”) setting forth its good faith estimate of the Closing Working Capital, the Net Table of Contents Working Capital Adjustment, the Closing Cash”), (ii) the amount Closing Indebtedness and the Company Expenses, together with a calculation of each component of the Working Capital as of the Effective Time Purchase Price (the “Estimated Working CapitalPurchase Price”) based on such estimates (in each case, including reasonably detailed calculations of the components thereof). The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including the resulting Accounting Principles. The Seller Representative shall consider in good faith any comments Buyer may provide in respect of the Estimated Working Capital Underage (if any), (iii) the amount and calculation of each component of Company Debt as of immediately Closing Statement at least one Business Day prior to the Closing (including the “Estimated Company Debt”), and (iv) calculation of the Estimated Purchase Price calculated based upon and any component thereof) and, to the items extent that the Seller Representative accepts any such comments, deliver a revised Estimated Closing Statement to Buyer prior to the Closing Date reflecting such accepted comments (it being understood and agreed that (x) in no event shall this sentence affect a Party’s obligation to effect the Closing when required pursuant to this Agreement and (y) from and after the Closing, the exclusive remedy with respect to, and the sole right to dispute, the Estimated Closing Statement (and any determinations or calculations contained therein) shall be as set forth in Section 2.3(b)). Notwithstanding anything to the foregoing clauses (i) - (iii)contrary in this Agreement, (b) reasonably detailed support documentation for each in no event shall the delivery of the items set forth in Estimated Closing Statement contemplated hereby or any comments thereto provided by Buyer be deemed to constitute the foregoing clause (a), and (c) an estimated balance sheet agreement of Buyer to any of the Company as of the Effective Time (the “Closing Balance Sheet”). Buyer shall be entitled to review, and Seller shall consider in good faith the modification of the Closing Certificate proposed by Buyer; provided, that, subject to the foregoing good faith consideration, the final determination of the Closing Certificate and the calculations and estimates or amounts set forth thereon therein or be construed as a waiver by Buyer of any provisions, rights or privileges pursuant to Section 2.3(b). At the Closing, Buyer shall pay or deliver, as applicable, or cause to be determined by Seller in its sole discretion. Sellerpaid or delivered, as applicable, the Company, and their respective Representatives shall cooperate with and make available to Buyer and its Representatives all information, records, data and working papers, and shall permit access to their respective personnel involved in the preparation or review of the Closing Certificate during normal business hours, Estimated Purchase Price as may be reasonably requested in connection with the preparation and analysis of the Closing Certificate and the resolution of any disputes thereunder; provided, that Seller’s and the Company’s accountants will not be obligated to make any work papers available to any Person except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and neither Seller nor the Company will be obligated to provide any information, records, data and working papers to the extent disclosure of such items would cause such party to lose the attorney-client privilege with respect thereto; provided, further, that if a party is withholding any information pursuant to the foregoing exception it shall notify the other parties and, describe the information being so withheld and, if requested, use commercially reasonable efforts to provide extracts or summaries of such protected information or otherwise provide such protected information in a manner that would not jeopardize the applicable privilege.follows:

Estimated Purchase Price. At least three (i) No later than one (1) Business Days prior to the Closing DateClosing, Seller the Company shall furnish deliver to Buyer Purchaser (aA) a certificate (the “Closing Certificate”) setting forth Seller’s good faith estimate of (i) the amount of Closing Cash written statement (the “Estimated Closing CashStatement”)) setting forth the Estimated Working Capital, (ii) the amount 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 each component of the Working Capital as of the Effective Time Purchase Price based on such estimates (the “Estimated Working CapitalPurchase Price”), including ) and (B) a statement (the resulting “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 Working Capital Underage (if any), (iii) the amount Closing Statement and calculation of each component of Company Debt as of immediately prior to the Closing (Closing, Purchaser shall have the “Estimated Company Debt”), opportunity to review and (iv) comment on the Estimated Purchase Price calculated based upon Closing Statement and the items calculations set forth in the foregoing clauses (i) - (iii), (b) reasonably detailed support documentation for each of the items set forth in the foregoing clause (a), therein and (c) an estimated balance sheet of the Company as of the Effective Time (the “Closing Balance Sheet”). Buyer shall be entitled to review, reasonably cooperate with Purchaser and Seller shall consider in good faith any revisions to the modification 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 Certificate proposed by Buyer; provided, that, subject to (provided that nothing in this Section 2.3(a) shall in any way limit the foregoing good faith consideration, rights of the Parties in connection with the final determination of the Closing Certificate and the calculations and amounts set forth thereon shall be determined by Seller in its sole discretion. Seller, the Company, and their respective Representatives shall cooperate with and make available to Buyer and its Representatives all information, records, data and working papers, and shall permit access to their respective personnel involved in the preparation or review of the Closing Certificate during normal business hours, as may be reasonably requested in connection with the preparation and analysis of the Closing Certificate and the resolution of any disputes thereunder; provided, that Seller’s and the Company’s accountants will not be obligated to make any work papers available to any Person except Purchase Price in accordance with such accountants’ normal disclosure procedures Section 2.3(c)). The Estimated Closing Statement and then only after such Person has signed a customary agreement relating to such access to work papers the estimates and calculations contained therein shall be prepared in form and substance reasonably acceptable to such accountants and neither Seller nor the Company will be obligated to provide any information, records, data and working papers to the extent disclosure of such items would cause such party to lose the attorney-client privilege accordance with respect thereto; provided, further, that if a party is withholding any information pursuant to the foregoing exception it shall notify the other parties and, describe the information being so withheld and, if requested, use commercially reasonable efforts to provide extracts or summaries of such protected information or otherwise provide such protected information in a manner that would not jeopardize the applicable privilegeSection 2.3(e).