Pre-Closing Adjustment. At least three Business Days prior to the Closing Date (or if the Closing Date is set less than four Business Days prior to its occurrence, on the Business Day following the date the Closing Date is set), the Sellers’ Representative shall prepare and deliver to the Purchasers’ Representative an estimated unaudited consolidated balance sheet of the Target Companies as of the Closing Date (the “Estimated Closing Date Balance Sheet”) and an estimate of the Closing Date Working Capital and a statement of the Closing Date Indebtedness including a separate calculation for each Target Company, each of which shall be prepared in accordance with U.S. GAAP, applied on basis consistent with the application of such principles in the preparation of the Financial Statements. The Sellers’ Representative shall also provide the Purchasers’ Representative with copies of all work papers and other documents and data used to prepare the Estimated Closing Date Balance Sheet. The Estimated Closing Date Balance Sheet shall be in form and substance reasonably satisfactory to the Purchasers and shall be accompanied by a certificate executed by a senior financial officer of Sellers’ Representative to the effect that to his actual knowledge the Estimated Closing Date Balance Sheet has been prepared in good faith in accordance with this Section 2.6(a). If the Estimated Closing Date Balance Sheet shows a Working Capital Shortfall (the “Estimated Working Capital Shortfall”), the Purchase Price shall be reduced by the aggregate amount of such Working Capital Shortfall and if the Estimated Closing Date Balance Sheet shows a Working Capital Surplus (the “Estimated Working Capital Surplus”), the Purchase Price shall be increased by the aggregate amount of such Working Capital Surplus.
Pre-Closing Adjustment. (a) On or before the fifth business day prior to the end of the Measurement Period, Newco shall prepare and deliver to the Other Parties estimates of (i) Nova I’s Leakage Amount and (ii) Nova II’s Leakage Amount. Not more than two (2) business days following receipt of such estimates, each of Nova I and Nova II shall notify Newco and Constellation OP as to whether such Party accepts such estimates. In the event that an estimate is accepted by both Nova I and Nova II, then such estimate shall become the final Leakage Amount for Nova I or Nova II, as applicable (subject to any reasonable adjustments as may be subsequently agreed to by the parties). In the event that either Nova I or Nova II objects to any such estimate of a Leakage Amount, then Nova I, Nova II, Newco and Constellation OP agree to negotiate and resolve such dispute in good faith prior to the Closing to determine a new Leakage Amount for Nova I or Nova II, as applicable; provided, however, that Newco’s original estimate shall become the final Leakage Amount for Nova I or Nova II, as applicable, if such dispute is not resolved by the Closing.
Pre-Closing Adjustment. At least three Business Days prior to the Closing Date, Seller shall prepare and deliver or cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”), setting forth in reasonable detail:
Pre-Closing Adjustment. At Closing, (A) any amount by which the Estimated Net Working Capital exceeds the Net Working Capital Target will be added to the Seller Closing Cash Consideration, and (B) any amount by which the Estimated Net Working Capital is less than the Net Working Capital Target will be subtracted from the Seller Closing Cash Consideration.
Pre-Closing Adjustment. (a) No later than three Business Days prior to the Closing Date, the Seller will prepare and deliver to the Purchaser a good faith estimate of Closing Net Working Capital (the “Estimated Closing Net Working Capital”) which is reasonably acceptable to the Purchaser, together with supporting workpapers for such estimate and other additional information reasonably requested by the Purchaser. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.
Pre-Closing Adjustment. Not less than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer and Seller a statement (the “Estimated Closing Statement”) that sets forth, in reasonable detail, (a) a good faith estimate of the Net Working Capital and the NWC Adjustment based on the foregoing (the “Estimated NWC Adjustment”), which may be a positive or negative number, (b) a good faith estimate of the Closing Cash (the “Estimated Closing Cash”), (c) an itemized list of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (d) an itemized list of the Transaction Expenses, and (e) the amount and calculation of the Estimated Closing Payment, in each case, (i) calculated in accordance with the Accounting Principles and/or the definitions thereof, as applicable and (ii) with such supporting schedules, documentation, information and calculations as are reasonably necessary for Buyer to review and evaluate the Estimated Closing Statement.
Pre-Closing Adjustment. Attached as Exhibit B hereto is a statement prepared by Seller and delivered to Buyer (the “Estimated Closing Statement”) that sets forth its good faith estimate of the Estimated Purchase Price, including its good faith estimates in reasonable detail, as of the Effective Time, of (a) the amount of Closing Indebtedness and (b) the amount of the Transaction Expenses. Exhibit 10.96
Pre-Closing Adjustment. (i) At least three (3) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Parent (A) a schedule (the “Estimated Schedule”) which shall set forth, in reasonable detail, (I) the Estimated Closing Indebtedness, (II) a good faith estimate of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (III) the amount and calculation of the Exchange Ratio, Company Per Share Merger Consideration and Aggregate Closing Date Merger Consideration based on the foregoing estimated amounts, and (IV) the amount of Merger Consideration payable at Closing to each holder of Company Stock and Company Stock Options, and (B) a certificate executed by the Chief Financial Officer of the Company certifying each of the foregoing. If, for any reason, the Closing Date is postponed, then the foregoing obligations shall again apply with respect to such postponed Closing Date.
Pre-Closing Adjustment. No later than the fifteenth (15th) Business Day prior to the Closing Date, the Seller shall deliver to the Buyer the Pre-Closing Balance Sheet and the Seller’s good faith calculations of the amounts of the Pre-Closing Cash, the Pre-Closing Indebtedness and the Pre-Closing Net Working Capital, together with reasonable supporting details, whereupon the First Tranche Consideration shall be increased by the amount of the Pre-Closing Cash and, to the extent positive, the amount of the Pre-Closing Net Working Capital, and decreased by the amount of the Pre-Closing Indebtedness and, to the extent negative, the amount of the absolute value of the Pre-Closing Net Working Capital, in each case, as calculated by the Seller in good faith.
Pre-Closing Adjustment. Prior to Closing, the Cash Consideration shall be adjusted as follows:
