Common use of CLOSING ADJUSTMENT OF PURCHASE PRICE Clause in Contracts

CLOSING ADJUSTMENT OF PURCHASE PRICE. (a) No later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall deliver to the Purchaser a written statement that sets forth the Seller’s good faith estimate, applying the Accounting Principles, of (i) the Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), (iv) the Closing Date Tangible Net Assets Amount and the resulting Closing Date Tangible Net Assets Excess (the “Estimated Closing Date Tangible Net Assets Excess”), if any, or the resulting Closing Date Tangible Net Assets Shortfall (the “Estimated Closing Date Tangible Net Assets Shortfall”), if any, (v) the Closing Date TMR Amount and the resulting Closing Date TMR Shortfall (the “Estimated Closing Date TMR Shortfall”), if any, (vi) the Estimated Closing Date Payment Amount, (vii) the Closing Accounts Receivable and (viii) the Closing Uncollected Sales Tax Refund Amount. For the avoidance of doubt, if (1) the Closing Date occurs on or before the date that is ninety (90) days following the date hereof, the Closing Date TMR Shortfall shall equal zero (0) or (2) the Threshold TMR Amount is equal to, or less than, the Closing Date TMR Amount, there shall be no Closing Date TMR Shortfall.

CLOSING ADJUSTMENT OF PURCHASE PRICE. (a) No later than two three (23) Business Days prior to the anticipated scheduled Closing Date, the Seller shall deliver to the Purchaser Purchaser, together with reasonably detailed supporting information, a written statement that sets forth the Seller’s good faith estimate, applying the Accounting Principles, of the following items (collectively, the “Closing Estimates and Calculations”): (i) the Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), (iv) the Closing Date Tangible Net Assets Working Capital Amount (and the components thereof) and either the resulting Closing Date Tangible Net Assets Working Capital Excess (the “Estimated Closing Date Tangible Net Assets Working Capital Excess”), if any, ) or the resulting Closing Date Tangible Net Assets Working Capital Shortfall (the “Estimated Closing Date Tangible Net Assets Working Capital Shortfall”), if anyas the case may be, (iv) the Closing Transaction Expenses Amount (the “Estimated Closing Transaction Expenses Amount”), (v) the Closing Date TMR CapEx Shortfall Amount and the resulting Closing Date TMR Shortfall (the “Estimated Closing Date TMR ShortfallCapEx Shortfall Amount”), if any, ) and (vi) the Seller’s calculation of the Estimated Closing Date Payment Amount, (vii) . The Purchaser shall be entitled to comment on and request reasonable changes to the Closing Accounts Receivable Estimates and (viii) Calculations, and the Seller shall consider in good faith any changes the Purchaser proposes to the Closing Uncollected Sales Tax Refund Amount. For the avoidance of doubt, if (1) the Closing Date occurs on or before the date that is ninety (90) days following the date hereof, the Closing Date TMR Shortfall shall equal zero (0) or (2) the Threshold TMR Amount is equal to, or less than, the Closing Date TMR Amount, there shall be no Closing Date TMR ShortfallEstimates and Calculations.