Determination of Estimated Purchase Price Sample Clauses

Determination of Estimated Purchase Price. At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer (a) a projected consolidated balance sheet with respect to the Company as of the close of business on the Closing Date, (b) an updated data tape, as of the date that is three (3) Business Days prior to the Closing Date, containing the information of the same categories and same format as in the Mortgage Loan Data Tape, and (c) a statement, duly executed by the Chief Financial Officer of Seller, setting forth in reasonable detail Seller’s estimate of the Adjusted Purchase Price (the “Estimated Purchase Price”). Such consolidated balance sheet and executed statement shall be prepared in good faith and in accordance with the Agreed Accounting Principles, be based on the books and records of the Company and be subject to reasonable approval by Buyer.

Determination of Estimated Purchase Price. No later than two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”) and a certificate executed on behalf of Seller by the Chief Financial Officer of Seller setting forth Seller’s good faith calculation of (i) the Estimated Purchase Price, (ii) each of the Estimated Purchase Price Elements and (iii) the Assumed Business Employee Option Rollover Value, together with all reasonable supporting detail and backup materials with respect to the calculation of such amounts; provided, however, that (x) at least five (5) Business Days prior to the delivery of the Estimated Closing Statement to Buyer, Seller shall provide a draft of the Estimated Closing Statement and such supporting detail to Buyer for its review, (y) Seller shall provide Buyer with the opportunity to provide comments to such draft and calculation in good faith and (z) Seller shall give due and reasonable consideration in good faith to any comments made by Buyer. The Estimated Closing Statement shall be prepared in a manner consistent with the terms of this Agreement, including Exhibit C attached hereto with respect to Estimated Net Working Capital.

Determination of Estimated Purchase Price. Not later than ten (10) ----------------------------------------- days prior to the Closing Date, the Seller shall furnish to Purchaser its calculation of the "Estimated Purchase Price." The "Estimated Purchase Price" shall be determined by computing the Estimated Net Asset Value based upon (i) the unaudited Book Value of the Acquired Assets as of the previous month's end, plus or minus any known adjustments agreed to by Purchaser, minus (ii) the unaudited Balance Sheet Liabilities other than the $30,000,000 amount attributable to the Pollution Control Bonds, as of the previous month's end, plus or minus any known adjustments agreed to by Purchaser; provided, however, that solely for purposes of this Section 3.2, all references in the definition of Balance Sheet Liabilities to amounts reflected on the Closing Balance Sheet shall be deemed to mean amounts as of the previous month's end. The Estimated Purchase Price shall be an amount equal to One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Dollars ($197,225,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds), assuming that the Estimated Net Asset Value is equal to or greater than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000). If the Estimated Net Asset Value is less than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000), then the difference shall constitute a dollar-for-dollar reduction in the Estimated Purchase Price. In no event shall the Estimated Purchase Price exceed One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Dollars ($197,225,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds). Such calculation shall be accompanied by a written analysis, supported by documentation which shall be attached to such written analysis, of the adequacy of the reserves for doubtful accounts and the reserves for inventory valuation used in the determination of Book Value, which is used in the calculation of the Estimated Purchase Price. The Estimated Purchase Price shall be determined from the books and records of the Seller; provided, however, that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c).

Determination of Estimated Purchase Price. (a) No earlier than five (5) and no later than three (3) Business Days before the Closing Date, Seller shall deliver to Purchaser (i) a statement that is certified by Seller’s Chief Financial Officer setting forth (A) Seller’s good faith calculation and estimate of the aggregate amount of the Estimated Purchase Price and each of the Estimated Purchase Price Elements (B) Seller’s good faith calculation and estimate of the Closing Balance Sheet (such statement, “Estimated Closing Statement”) and (ii) reasonable supporting detail of each of the calculations set forth in the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in a manner consistent with the terms of (including the definitions contained in) this Agreement, including Exhibit H attached to this Agreement with respect to Estimated Inventory Cost and Estimated Net Working Capital. Seller shall, and shall cause each member of the Seller Group to, provide Purchaser and its Representatives and advisors reasonable access to the books, Contracts, properties, personnel, Representatives (including Seller’s advisors and independent accountants and their work papers) and records of the Seller Group and such Representatives of the Seller Group relevant to Purchaser’s review of the Estimated Closing Statement. Seller shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement and will consider, in good faith, any appropriate changes thereto prior to the Closing. (b) On the Closing Date, Purchaser shall deliver to Seller (for its own account and as agent for any other Selling Entity) an amount in cash equal to the Estimated Purchase Price. Such amount shall be payable in United States dollars in immediately available funds to such bank account or accounts as shall be designated in writing by Seller not less than three (3) Business Days prior to the Closing.

Determination of Estimated Purchase Price. Attached hereto as Exhibit A is an estimated combined balance sheet of the Acquired Companies as of the Closing Date prepared by the Sellers’ Representative (the “Estimated Closing Balance Sheet”), together with a written statement prepared by the Sellers’ Representative (the “Estimated Closing Statement”) which sets forth the Sellers’ Representative’s good faith estimate of the following: (a) Closing Cash, (b) Closing Indebtedness, (c) Closing Working Capital and the Working Capital Surplus or Working Capital Deficiency, as the case may be, (d) Transaction Expenses, including the Persons to which such Transaction Expenses are owed and the amounts owed to each, and (e) the Purchase Price, calculated as provided in Section 1.02 as if the Sellers’ Representative’s estimates of Closing Cash, Closing Indebtedness, Closing Working Capital, the Working Capital Surplus or Working Capital Deficiency (as the case may be) and Transaction Expenses set forth in the Estimated Closing Statement were the actual amounts thereof (the “Estimated Purchase Price”). The Sellers’ Representative has prepared the Estimated Closing Balance Sheet, the Estimated Closing Statement and the Sellers’ Representative’s estimate of Closing Working Capital with good faith effort to be in accordance with (i) the Agreed Accounting Principles applied using the same accounting methods, practices, principles, policies and procedures (with consistent classifications, judgments and valuation and estimation methodologies) that were used in the preparation of the Balance Sheet, as if such Estimated Closing Balance Sheet and Estimated Closing Statement were being prepared and audited as of a fiscal year end, and (ii) the applicable definitions set forth in and other applicable provisions of this Agreement. The Sellers’ Representative’s calculations of the items on the Estimated Closing Statement do not take into account the transactions contemplated by this Agreement or any purchase price accounting or other similar adjustment resulting from the consummation of the transactions contemplated by this Agreement.

Determination of Estimated Purchase Price. Not less than three Business Days prior to the Closing Date, Parent shall deliver to Buyer a statement (the “Closing Statement”) setting forth (i) its good faith estimates of (A) Closing Net Tangible Assets, (B) Closing Cash, and (C) Closing Indebtedness, and (ii) using the amounts set forth in the preceding clause (i) and the Retention Reserve Amount, a calculation of the Purchase Price (the “Estimated Purchase Price” and the calculation of the Equity Value contained therein, the “Estimated Equity Value”), in each case of the foregoing determined solely based on the definitions in and the provisions of this Agreement.

Determination of Estimated Purchase Price. No fewer than two (2) Business Days prior to the Closing Date, the Sellers shall deliver, or cause to be delivered, to Buyer a statement (the "Estimated Closing Statement") which sets forth (a) the Sellers' good-faith estimates of (i) Cash, (ii) Closing Date Indebtedness (identifying the portion, if any, of Closing Date Indebtedness to be paid off and discharged at Closing (the "Indebtedness Payoff Amount"), and the payees thereof), (iii) the Closing Date Working Capital (including the Positive Working Capital Amount or the Negative Working Capital Amount, as applicable), and (iv) the Transaction Expenses (identifying the Transaction Expenses to be paid at Closing and the payees thereof), (b) the calculation of the Purchase Price based on the foregoing good-faith estimates (the "Estimated Purchase Price"), in each case, prepared in accordance with the definitions set forth in this Agreement and, in the case of the Sellers' estimate of the Closing Date Working Capital, as calculated using the same methodologies, principles, conventions, policies and procedures as were used in the preparation of the example calculation of Closing Date Working Capital set forth on Exhibit B, and (c) a schedule setting forth the allocation of the Closing Payment Amount among the Equityholders and the Equityholders' respective Pro Rata Percentages (provided that, with respect to the Option Consideration, the Optionholders' Pro Rata Percentages shall be determined in accordance with the Company Option Plan and any applicable Contract between the Company and any such Optionholder in effect as of immediately prior to the Closing) (such schedule, the "Payment Allocation Schedule").

Determination of Estimated Purchase Price. Not less than three (3) Business Days prior to the Closing Date, the Sellers shall deliver, or cause to be delivered, to the Buyer a statement (the “Estimated Closing Statement”) which sets forth in reasonable detail, in each case as of the Reference Date (a) an unaudited consolidated balance sheet of the Company Group, (b) the estimated Working Capital (the “Estimated Working Capital”), (c) the estimated amount of the Retention Payments, (d) the estimated amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and (e) the calculation of the Estimated Purchase Price based thereon.

Determination of Estimated Purchase Price. Not less than two (2) Business Days prior to the Closing Date, the Seller shall deliver to Purchaser a statement (“Estimated Closing Balance Sheet”) which sets forth Seller’s (a) good faith estimate of (i) Cash, (ii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iii) the Closing Date Working Capital, and (iv) the Specified Expenses, and (A) indicating whether such amounts have been or will be paid by Seller, either Company or any of their respective Affiliates prior to the Closing, and (B) designating the accounts to which any such funds are to be paid at Closing in detail reasonably acceptable to Purchaser, and (b) after taking into account the determinations set forth in clause (a) hereof, the calculation of the Purchase Price based thereon (the “Estimated Purchase Price”). In preparing the Estimated Closing Balance Sheet and the calculation of Estimated Purchase Price, all terms of an accounting or financial nature shall be construed in accordance with (x) GAAP, applied consistently with the Required Financial Statements, as modified by (y) the accounting policies and procedures and methodology set forth or reflected in Exhibit A.