Estimated Statement. No earlier than fifteen (15) Business Days and no later than ten (10) Business Days prior to the anticipated Spinco Distribution Date, Remainco shall prepare and deliver to Spinco and RMT Partner a written statement (the “Estimated Statement”) setting forth in reasonable detail Remainco’s good faith estimates of the amounts of (i) Net Working Capital (“Estimated Net Working Capital”), (ii) Spinco Indebtedness (“Estimated Spinco Indebtedness”), (iii) the Spinco Expense Reimbursement (“Estimated Spinco Expense Reimbursement”), (iv) the Spinco Special Cash Payment, (v) the Spinco Business Expenditure Amount (“Estimated Spinco Business Expenditure Amount”), (vi) the Spinco Business Asset Conversion Amount (“Estimated Spinco Business Asset Conversion Amount”), (vii) the Additional Bridge Funding Tax Sharing Amount (“Estimated Additional Bridge Funding Tax Sharing Amount”), (viii) if an RMT Partner Special Election is made by RMT Partner pursuant to Section 8.19(k) of the Merger Agreement, the Excess Tax Liability Amount (“Estimated Excess Tax Liability Amount”) and (ix) the Final Closing Reduction Amount (“Estimated Final Closing Reduction Amount”). Remainco will reasonably cooperate with Spinco and RMT Partner and their representatives in connection with their review of the Estimated Statement, including by (x) providing information reasonably necessary or useful in connection with their review of the Estimated Statement as reasonably requested by Spinco or RMT Partner, (y) reasonably considering in good faith any revisions to the Estimated Statement proposed by Spinco or RMT Partner and (z) revising the Estimated Statement to reflect any changes mutually agreed by Remainco, Spinco and RMT Partner at least one (1) Business Day prior to the Spinco Distribution. The Estimated Statement shall be prepared in accordance with the Accounting Principles and substantially in the format set forth in the form thereof included with the Accounting Principles. The process described in this Section 1.3 is not intended to permit the introduction of (including by the Accounting Expert, if applicable) different accounting methodologies, practices, estimation techniques, assumptions or principles to the preparation of the Estimated Statement or the Closing Statement from those set forth in the Accounting Principles (to the extent applicable).
Estimated Statement. Not fewer than ten days prior to the Closing Date, Parent shall prepare and deliver to the Purchaser a statement with reasonable supporting detail (the “Estimated Statement of Closing Net Working Capital”) setting forth Parent’s good faith estimate of Net Working Capital of the Companies as of the Closing Date (the “Estimated Closing Net Working Capital”), giving effect to the Medifax Contribution and the transactions contemplated by this Agreement to occur prior to the Closing (but not taking into account the Financing and payment of the Minimum Cash Balance as provided in Section 2.15(b)), including the actions described in Section 2.10 and to the extent any Indebtedness of the Companies that exists prior to the Closing would remain outstanding following the Closing, other than the Medifax Note, such Indebtedness shall be reflected on the Estimated Statement of Closing Net Working Capital.
Estimated Statement. The parties hereto have contemplated that the Company will have Working Capital as of the Closing (the “Closing Working Capital”), as calculated in accordance with this Agreement and in accordance with and as set forth on the Form Working Capital Statement attached hereto as Schedule 1.7, of at least $0.00 (the “Working Capital Target”). At least five Business Days prior to the Closing, the Company will deliver to Parent a written statement (the “Estimated Statement”) setting forth the Company’s good faith estimate of the amount of the Closing Working Capital (the “Estimated Working Capital”), together with such schedules and data as may reasonably be appropriate to support such Estimated Statement. The “Working Capital Adjustment” means the amount, if any, by which Estimated Working Capital is less than the Working Capital Target. Schedule 1.7 contains a template for the calculations of the Closing Working Capital.
Estimated Statement. PFG shall prepare and deliver (no later than five Business Days prior to the Closing Date) to Buyer a pro forma statement (the "Estimated Statement") reflecting PFG's good faith estimate of the capital and surplus (excluding AVR and IMR) of the PennLife Companies and the ConLife Companies as of the Closing Date assuming that the transactions contemplated hereby (including the Closing Transactions and the Pre-Closing Restructuring Transactions) occurred on and as of such date. The Estimated Statement shall be prepared in accordance with SAP using the assumptions and methodologies used in the preparation of the 1998 SAP Financial Statements. The Estimated Statement will also include an estimate for each Company of its respective tax liabilities under the tax allocation agreements listed on Exhibit G hereto.
Estimated Statement. The parties hereto have contemplated that the Company will have net working capital as of the Closing (the “Closing Net Working Capital”), as calculated in accordance with this Agreement and in accordance with and as set forth on the Form Working Capital Statement attached hereto as Schedule 1.9 (the “Form Working Capital Statement”) of seven million US Dollars ($7,000,000) (the “Net Working Capital Target”). At least three (3) Business Days prior to the Closing, the Company shall deliver to Parent (i) a written statement (the “Estimated Statement”) setting forth (A) the Company’s good faith estimate of the amount of the Closing Net Working Capital (the “Estimated Net Working Capital”), (B) its cash position as of the Closing Date and (C) the amount of dividends to be paid out to the Company’s stockholders immediately prior to the Closing (the “Closing Dividend”), and (ii) a final estimated unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP (except as related to deferred tax asset balances which shall be in a manner consistent with the Interim Balance Sheet) (the “Closing Balance Sheet”), together with such schedules and data with respect to the determination thereof as may be appropriate to support such Estimated Statement and the Closing Balance Sheet. The amount of the Closing Dividend shall be determined such that (A) the Estimated Net Working Capital shall not be lower than the Net Working Capital Target, and (B) the total amount of the Closing Dividend and the Aggregate Employee Transaction Bonus Amount shall in no event be greater than the lower of (i) the amount of cash at hand as of the Closing, or (ii) ten million US Dollars ($10,000,000). The Estimated Statement and Closing Balance Sheet shall be signed by the Chief Executive Officer and the Chief Financial Officer of the Company. Following delivery of the Estimated Statement and the Closing Balance Sheet, the Company shall provide Parent and its representatives with reasonable access to the offices, books and records of the Company and the independent auditors of the Company, to verify the accuracy of such amounts in accordance with this Agreement, all to the extent deemed reasonably necessary by Parent. In the event that Parent does not agree with the Company’s calculations of the Estimated Net Working Capital and the Closing Balance Sheet, the Company and Parent shall negotiate in good faith to mutually agree on acceptable estimates, an...
Estimated Statement. No later than three (3) Business Days prior to the Closing, the Company shall deliver to Parent a statement (the “Estimated Statement”) setting forth the Company’s good faith estimate of each of (i) the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), (ii) the amount of Cash and Cash Equivalents (the “Estimated Cash and Cash Equivalents”), (iii) the amount of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iv) the amount of Unpaid Transaction Expenses (the “Estimated Unpaid Transaction Expenses”), (v) the Pre-Closing Distributable Earnings (the “Estimated Pre-Closing Distributable Earnings”), (vi) the Estimated Purchase Price, (vii) the Closing Cash Consideration and (viii) the Closing Parent Stock Consideration. Parent shall have the right to review and comment on such Estimated Statement and the Company shall consider in good faith all such comments.
Estimated Statement. If all information required for statement purposes for any month is not available in time for RILG to prepare the statement required under Section 3.2(a), RILG shall prepare a good faith estimated statement and pay RIRRC based upon such estimated statement of the Royalty Payment. RILG shall, as soon as practicable thereafter, submit the actual statement required under Section 3.2(a). Any overpayment by RILG pursuant to such estimated statement shall be credited, without interest, against RILG’s payment obligations for the next month, and any underpayment shall be included, without interest, with the actual statement.
Estimated Statement. No fewer than three (3) Business Days prior to the Closing Date, the Companies shall prepare, or cause to be prepared, and delivered to Purchaser an estimate of (i) the Closing Working Capital in accordance with the principles set forth on Schedule 2.3(a) (the “Estimated Closing Working Capital”), and (ii) the Closing Cash (the “Estimated Closing Cash”). If the Estimated Closing Working Capital is less than the bottom of the Target Working Capital Range, the Purchase Price payable at the Closing will be reduced by the amount of such shortfall, subject to further adjustment after the Closing as provided in this Section 2.3. If the Estimated Closing Working Capital is greater than the top of the Target Working Capital Range, the Purchase Price payable at the Closing will be increased by the amount of such excess, subject to further adjustment after the Closing as provided in this Section 2.3. If the Estimated Closing Working Capital is within the Target Working Capital Range, the Purchase Price payable at the Closing will not be adjusted pursuant to this Section 2.3(a), but will be subject to adjustment after the Closing as otherwise provided in this Section 2.3.
Estimated Statement. No later than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a written statement setting forth its good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein: (i) Cash as of the Measurement Time (but giving effect to any subsequent cash dividends or distributions to Seller or its Subsidiaries (other than the Company Group), in each case after the Measurement Time but prior to the Closing), (ii) Funded Debt as of the Measurement Time (but giving effect to any subsequent incurrence of Funded Debt after the Measurement Time but prior to the Closing), (iii) Working Capital as of the Measurement Time and (iv) Unpaid Company Transaction Expenses incurred but not paid at or prior to the Closing, together with a calculation of the Closing Date Purchase Price (the “Estimated Statement”).
Estimated Statement. 50 SECTION 5.8 Transaction Bonuses................................................................................ 50 SECTION 5.9 Payments to Agents................................................................................. 50 SECTION 5.10 All Reasonable Efforts............................................................................. 51 SECTION 5.11 Public Announcements............................................................................... 51 SECTION 5.12 Disclosure Supplements............................................................................. 51
