PRE-CLOSING ESTIMATES OF CERTAIN AMOUNTS Sample Clauses

PRE-CLOSING ESTIMATES OF CERTAIN AMOUNTS. Not later than three days before the Closing, the Existing Stockholder, subject to the Purchaser's reasonable approval, shall provide the Purchaser with a good faith estimate of the Cash Amount (such estimate is referred to as the "Estimated Cash Amount"), the Indebtedness Amount (such estimate is referred to as the
Sample 1
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PRE-CLOSING ESTIMATES OF CERTAIN AMOUNTS. Not later than three days before the Closing, the Company and the Purchaser will in good faith jointly estimate, on a reasonable basis using the Company's then available financial information, the Assumed Indebtedness Amount (such estimate is referred to as the "Estimated Assumed Indebtedness Amount"), the Net Working Capital Amount (such estimate is referred to as the "Estimated Net Working Capital Amount") and the resulting Tax Adjustment Amount (such estimate is referred to as the "Estimated Tax Adjustment Amount"); provided, however, that if the Company and the Purchaser cannot agree on an estimate of the Assumed Indebtedness Amount or the Net Working Capital Amount, such estimate will be deemed to be equal to the average of the Company's and the Purchaser's good faith determinations thereof. The
Sample 1
PRE-CLOSING ESTIMATES OF CERTAIN AMOUNTS. Not later than three days before the Closing, the Existing Stockholder, subject to the Purchaser's reasonable approval, shall provide the Purchaser with a good faith estimate of the Cash Amount (such estimate is referred to as the "Estimated Cash Amount"), the Indebtedness Amount (such estimate is referred to as the "Estimated Indebtedness Amount"), and the Capital Expenditures Amount (such estimate is referred to as the "Estimated Capital Expenditures Amount"). For purposes of Section 2.2 below, the "Estimated Closing Common Value" means an amount equal to (A) $349,419,750, (B) plus the Estimated Cash Amount (whether negative or positive), (C) less the Estimated Indebtedness Amount, (D) plus the excess of the Estimated Capital Expenditures Amount over the Baseline Capital Expenditures Amount or minus the excess of the Baseline Capital Expenditures Amount over the Estimated Capital Expenditures Amount, (E) plus an amount equal to $76,800.00 multiplied by the number of calendar days after the Measurement Date through but not including the Closing Date, and (F) minus an amount equal to all Cash swept by or otherwise transferred to the Parent or any of its Affiliates or lenders (other than the Acquired Companies) during the Cash Management Period referred to in Section 4.8 below.
Sample 1
PRE-CLOSING ESTIMATES OF CERTAIN AMOUNTS. Not later than three days before the Closing, the Seller and the Purchaser will in good faith jointly estimate, on a reasonable basis using the Company's then available financial information, the Cash Amount (such estimate is referred to as the "ESTIMATED CASH AMOUNT"), the Indebtedness Amount (such estimate is referred to as the "ESTIMATED INDEBTEDNESS AMOUNT") and the Net Working Capital Amount (such estimate is referred to as the "ESTIMATED NET WORKING CAPITAL AMOUNT) each as of the close of business on the day before Closing Date; provided, however, that if the Seller and the Purchaser cannot agree on an estimate of any of the foregoing amounts, such estimate will be deemed to be equal to the average of the Seller's and the Purchaser's good faith determinations thereof. The "ESTIMATED CLOSING COMMON VALUE" means an amount equal to (A) $121.0 million, (B) plus the amount by which the Estimated Cash Amount exceeds $8.0 million or minus the amount by which $8.0 million exceeds the Estimated Cash Amount, (C) less the Estimated Indebtedness Amount, and (D) plus the amount by which the Estimated Net Working Capital Amount exceeds the Top Collar Amount or minus the amount by which the Bottom Collar Amount exceeds the Estimated Net Working Capital Amount or zero if the Estimated Net Working Capital Amount is between the Top Collar Amount and the Bottom Collar Amount.
Sample 1

Related to PRE-CLOSING ESTIMATES OF CERTAIN AMOUNTS

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • No Claim Regarding Stock Ownership or Consideration There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

  • PAYMENT OF CLOSING COSTS In addition to the costs set forth in Paragraphs 3.1 and 3.2, Purchaser and Seller shall each pay for one-half of the costs of the documentary or transfer stamps to be paid with reference to the "Deed" (hereinafter defined) and all other stamps, intangible, transfer, documentary, recording, sales tax and surtax imposed by law with reference to any other sale documents delivered in connection with the sale of the Property to Purchaser and all other charges of the Title Insurer in connection with this transaction.

  • Closing Balance Sheet (a) Within thirty (30) days following the Closing, the Sellers and Company shall cause to be prepared and delivered to Buyer an unaudited balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”). The Company and Sellers shall cause the Closing Balance Sheet to be prepared in accordance with GAAP consistent with and using the same accounting principles, policies and methods as in the audited financial statements described in Section 3.17 with contract estimates at completion (“EACs”) and estimates to complete (“ETCs”) determined on a basis consistent with the method used for determination of the Company’s audited financial statements. Sellers shall bear the cost of preparing the Closing Balance Sheet. If the Tangible Net Worth of the Company as of the Closing Date as reflected on the Closing Balance Sheet, taking into account payment of the Company Pre-Closing Liabilities, is less than $80,000, then the Escrow Deposit shall be reduced on a dollar for dollar basis to the extent of any such deficiency. The amount by which the Tangible Net Worth of the Company as of the Closing Date is less than $80,000 taking into account payment of the Company Pre-Closing Liabilities, is hereafter referred to as the “Balance Sheet Adjustment.” The amount of any Balance Sheet Adjustment shall be deducted from the Escrow Deposit and paid to Buyer within two (2) days following determination of the “Final Closing Balance Sheet” (as defined in Section 2.3(b)), prior to release of the Escrow Deposit to the Sellers. The remainder of the Escrow Deposit shall thereafter promptly be paid by Escrow Agent to the Sellers in accordance with the terms of the Escrow Agreement. To the extent that Buyer decides not to pay off the DCAA liability as described in Section 2.2(a)(iii), then such amount shall be deemed paid off for purposes of determining the Closing Balance Sheet hereunder.

  • Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since that date:

  • No Claim Regarding Stock Ownership or Sale Proceeds There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

  • Payment of Repurchase Prices and Substitution Shortfall Amounts The Issuer hereby directs and the Depositor hereby agrees to remit or cause to be remitted all amounts in respect of Repurchase Prices and Substitution Shortfall Amounts payable during the related Due Period in immediately available funds to the Indenture Trustee to be deposited in the Collection Account on the Business Day immediately preceding the related Payment Date for such Due Period in accordance with the provisions of the Indenture. In the event that more than one Timeshare Loan is replaced pursuant to Sections 6(a), (b) or (c) hereof on any Transfer Date, the Substitution Shortfall Amounts and the Loan Balances of Qualified Substitute Timeshare Loans shall be calculated on an aggregate basis for all substitutions made on such Transfer Date.

  • ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the FINRA Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the FINRA Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them. SCHEDULE B to the Amended and Restated Principal Underwriting Agreement ALLOCATION SCHEDULE The following relates solely to Class 529-C shares. The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor (“Successor Distributor”) in accordance with this Schedule. At such time as the Distributor’s Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule. Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

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