Calculation of Estimated Purchase Price Sample Clauses
The "Calculation of Estimated Purchase Price" clause defines how the preliminary amount to be paid for an asset or business is determined prior to closing a transaction. Typically, this clause outlines the specific financial metrics or formulas used to arrive at the estimated price, such as referencing recent balance sheets, working capital adjustments, or agreed-upon valuation methods. By establishing a clear process for calculating the estimated purchase price, this clause helps both parties set expectations and facilitates a smoother closing by reducing uncertainty and potential disputes over payment amounts.
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Calculation of Estimated Purchase Price. Not fewer than five Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate executed by an executive officer of Seller (the “Pre-Closing Statement”) setting forth Seller’s good faith estimate of the Estimated Purchase Price and the components thereof, including a good faith estimate of, the Adjusted Net Working Capital and each of the components thereof as of the Closing Date, determined in accordance with GAAP and the Balance Sheet Rules, as well as a good faith estimate of the Cash Adjustment, Capital Expenditure Adjustment and Transferred Indebtedness. An illustrative example of the accounting principles, procedures and methods used in preparing the sample statement of Adjusted Net Working Capital and the form of Pre-Closing Statement is set forth on Schedule 2.2 (the “Sample Statement”). Illustrative examples of the calculations of Adjusted Net Working Capital, Cash, Capital Expenditure Amounts and Transferred Indebtedness are set forth on Schedules 2.2(a), 2.2(b), 2.2(c) and 2.2(d), respectively. The Parties agree to the methodologies, policies, procedures, practices, estimation techniques, assumptions and principles used in the calculations set forth on Schedule 2.2. The Pre-Closing Statement shall be prepared in consultation with Buyer and will serve as the basis for the calculation of the Estimated Purchase Price. At the Closing and subject to the adjustments set forth in this Section 2.2, Buyer shall pay to Seller, as Seller shall direct in the Flow of Funds Memorandum that shall be reasonably agreed to in good faith and executed by the Parties, an amount equal to the Estimated Purchase Price. At the Closing, Buyer shall pay any Closing Date Indebtedness (to the extent unpaid as of the Closing) in accordance with the instructions set forth in the applicable payoff letters.
Calculation of Estimated Purchase Price. Not less than 10 Business Days prior to the Closing Date, the Seller shall deliver to Buyer its good faith calculation of the Base Purchase Price, with estimated adjustments pursuant to Section 2.02(b) and Section 2.02(c) (the “Preliminary Purchase Price”) and shall deliver to Buyer a schedule showing its calculation of the Preliminary Purchase Price (including the estimated adjustments to the Base Purchase Price pursuant to Section 2.02(b) and Section 2.02(c)). During the five (5) Business Day period after delivery of Seller’s calculation of the Preliminary Purchase Price, Seller shall provide Buyer and its Representatives with such information and access to such personnel of the Seller Entities, the Guarantor and the Companies as Buyer may reasonably request in order to calculate the Preliminary Purchase Price. If in good faith Buyer disagrees with Seller’s calculation of the Preliminary Purchase Price, it shall deliver to Seller a written notice of disagreement (a “Notice of Disagreement”) and its good faith calculation, based on the information available to it, of the Preliminary Purchase Price. If Buyer delivers a Notice of Disagreement on or prior to the fifth Business Day after delivery of Seller’s calculation of the Preliminary Purchase Price, the Parties shall negotiate in good faith during the three (3) Business Day period following delivery of the Notice of Disagreement as to the calculation of the Preliminary Purchase Price. If the Parties agree in writing to such calculation during such three Business Day period, the “Estimated Purchase Price” for purposes of this Agreement shall be the Preliminary Purchase Price as agreed to by the Parties. If the Parties do not agree in writing to such calculation prior to the expiration of such three Business Day period, the Closing shall nonetheless occur and the “Estimated Purchase Price” for purposes of this Agreement shall be the average of Seller’s calculation of the Preliminary Purchase Price and Buyer’s calculation of the Preliminary Purchase Price. In the event that Buyer does not deliver a Notice of Disagreement prior to the expiration of the five Business Day period referred to above, the “Estimated Purchase Price” for purposes of this Agreement shall be Seller’s calculation of the Preliminary Purchase Price. If the Estimated Purchase Price is the average of Seller’s calculation of the Preliminary Purchase Price and Buyer’s calculation of the Preliminary Purchase Price, at the Closing, Buyer shall...
Calculation of Estimated Purchase Price. The Estimated Purchase Price payable by Buyer at the Closing pursuant to Section 2.3(b) hereof shall be equal to $139,000,000, which amount equals the Purchase Price MINUS the difference between the Estimated Net Assets and the Preliminary Net Assets, PLUS the Cash Balance.
Calculation of Estimated Purchase Price for Closing 2
Calculation of Estimated Purchase Price. (i) At least five (5) Business Days prior to the Closing, Parent Seller shall prepare and deliver to Purchaser the Estimated Closing ANWC Statement together with an estimated consolidated balance sheet of the Consolidated Acquired Companies, taken as a whole (from which such calculations were derived) as of the Closing Date (the “Estimated Closing Balance Sheet”). The Estimated Closing ANWC Statement and the Estimated Closing Balance Sheet shall be prepared in good faith in accordance with GAAP and in accordance with and in the same manner as and on a consistent basis (including the basis of calculation of individual line items) with the Company Accounting Procedures.
(ii) The Estimated Purchase Price payable by Purchaser pursuant to Section 2.02(b)(ii) shall be calculated by adjusting the Purchase Price as follows: if the Estimated Adjusted Net Working Capital is (A) greater than the Targeted Net Working Capital, the Purchase Price shall be increased, on a dollar-for-dollar basis, by the amount of the excess of the Estimated Adjusted Net Working Capital over the Targeted Net Working Capital, or (B) less than the Targeted Net Working Capital, the Purchase Price shall be reduced, on a dollar-for-dollar basis, by the amount of the excess of the Targeted Net Working Capital over the Estimated Adjusted Net Working Capital.
Calculation of Estimated Purchase Price. (a) At least two (2) days prior to the Closing, Seller Representative and Buyer shall jointly prepare and attach hereto as Exhibit 2.3(a) a good faith projection of the unaudited statement of Closing Net Working Capital (the “Projected Net Working Capital”).
(b) The Estimated Purchase Price shall mean and be calculated as of the Closing Date by (x) increasing or (y) decreasing the Initial Purchase Price (in each case, only for the purpose of determining the Estimated Purchase Price) dollar for dollar by the amount (if any) by which the Projected Net Working Capital (x) is greater than the Base Amount, or (y) less than the Base Amount, respectively. 14
Calculation of Estimated Purchase Price. Two (2) days prior to Closing, an estimate of the Purchase Price shall be calculated as follows (the “Estimated Purchase Price”):
(i) [$110,000,000/the lesser of (1) the average VWAP for a share of SGSI common stock for the ten (10) consecutive trading days prior to the date of the execution of the definitive agreement and (2) $0.25], and
(ii) plus the Estimated Buyer Closing Debt paid by the Company and cancelled by using cash provided by the Company.
Calculation of Estimated Purchase Price. Simultaneously with the delivery of the Estimated Balance Sheet to the Purchaser, the Seller shall cause the Company’s chief financial officer to prepare, deliver and certify to the Purchaser, and the Purchaser shall have the right to reasonably consent or object to, a statement setting forth the calculation of the Initial Purchase Price using the Estimated Total Equity shown on the Estimated Balance Sheet.
Calculation of Estimated Purchase Price. (a) As soon as practicable prior to the Closing Date but in no event later than five (5) Business Days prior thereto, the Seller shall provide to the Purchaser a written statement containing a good faith estimate of the Final Working Capital (the “Estimated Working Capital”) as at the Effective Time and calculated in accordance with the Working Capital Principles.
(b) The Base Purchase Price plus the amount by which the Estimated Working Capital exceeds the Target Working Capital or less the amount by which the Target Working Capital exceeds the Estimated Working Capital less the Escrow Amount shall be the “Closing Date Payment Amount”.
Calculation of Estimated Purchase Price. (1) The Vendor has delivered to the Purchaser a written draft of the Closing Date Statements, which includes the Vendor’s good faith estimate of the Final Working Capital in the amount of $19,658,000 (the “Estimated Working Capital”) as at the Calculation Time and calculated in a manner consistent with Annual Financial Statements.
(2) The Base Purchase Price plus the amount by which the Estimated Working Capital exceeds the Target Working Capital or less the amount by which the Target Working Capital exceeds the Estimated Working Capital, as the case may be, shall be the Closing Date Payment Amount, which the Parties have determined to be $57,658,000.