Estimated Adjustment Statement Clause Samples

The Estimated Adjustment Statement clause outlines the process for preparing and delivering a preliminary calculation of adjustments to the purchase price in a transaction. Typically, this statement is prepared by the seller and provided to the buyer prior to closing, detailing estimated values for items such as working capital, debt, or other financial metrics that affect the final price. Its core practical function is to provide both parties with a clear, provisional understanding of the expected financial adjustments, reducing uncertainty and facilitating a smoother closing process.
Estimated Adjustment Statement. (a) On the date hereof, the Sellers shall prepare and deliver to the Purchasers a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the day prior to the date hereof (the "Adjustment Date"): (i) a good faith estimate of the accrued liabilities of each Purchased Entity that will remain unpaid following the Adjustment Date ("Liabilities"), excluding any and all liabilities under the Financing Documents other than (x) accrued and unpaid interest on the indebtedness of Ormesa Geothermal II Trust issued and outstanding pursuant to the Financing Documents to the date hereof and (y) aggregate fees owed under the Financing Documents outstanding on the date hereof, excluding any fees owed in connection with the unwinding of the financing structure; (ii) a good faith estimate of the accrued gross revenues of each Purchased Entity that will not have been received prior to the Adjustment Date ("Accounts Receivable"); and (iii) the expenses of each Purchased Entity that have been paid in advance (including property taxes) as prorated for the period following the Adjustment Date ("Prepaid Expenses"). The Estimated Adjustment Statement will be prepared in conformity with GAAP, applied on a basis consistent with the financial statements delivered to the Purchasers under Section 3.1(j) of the Agreement. For the avoidance of doubt, Liabilities shall not include any liabilities of any Purchased Entity to any Seller or any Affiliate of a Seller that will be released or otherwise satisfied at or prior to the date hereof. (b) If the Liabilities as set forth on the Estimated Adjustment Statement for all of the Purchased Entities in the aggregate exceed the sum of the Sellers' Credits (as defined below), the amount paid by the Purchasers under Section 2.2 of the Agreement will be reduced (pro-rata to each Seller) by an amount equal to the excess. If the Sellers' Credits exceed the Liabilities for all of the Purchased Entities in the aggregate as set forth thereon, the amount paid by the Purchasers under Section 2.2 of the Agreement will be increased (pro-rata to each Seller) by an amount equal to the excess. For purposes hereof, the "Sellers' Credits" mean all Accounts Receivable, plus the Prepaid Expenses, in each case for all of the Purchased Entities in the aggregate as set forth on the Estimated Adjustment Statement. (c) Notwithstanding anything in this Schedule IV to the contrary, the Parties agree that, for purposes of making the...
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Estimated Adjustment Statement. Prior to the Closing, Buyer and Seller shall prepare a statement to be attached hereto as Schedule 1.6(c) (the "Estimated Adjustment Statement") which sets forth (x) the estimated amount of the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and (y) the estimated Revenues Adjustment Amount (the "Estimated Revenues Adjustment Amount"). The Purchase Price payable at the Closing Date shall be decreased on a dollar-for-dollar basis by the amount of the Estimated Revenues Adjustment Amount. The Purchase Price payable at Closing shall be further reduced on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is negative. The Purchase Price payable at Closing shall be increased on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is positive. The net adjustment to the Purchase Price calculated under this subsection (c) shall be referred to as the "Estimated Adjustment."
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Estimated Adjustment Statement. 16 SECTION 3.5
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Estimated Adjustment Statement. (a) By or before 10:00 a.m. on the third Business Day prior to the scheduled Closing Date, Seller shall prepare and deliver to Purchaser a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the Closing Date the net working capital of the Companies as of the Closing Date as calculated as set forth on Schedule 3.4; provided, however the following shall be excluded from such calculation: (i) any and all liabilities under the Loan Documents; and (ii) any amounts related to Inventory; and (iii) the Intercompany Arrangements. In connection with the foregoing calculation, Seller shall also determine any and all costs, expenses or other liabilities paid by any of the Companies prior to the Closing Date and any of the foregoing accrued by any of the Companies prior to the Closing Date related to the repairs contemplated by Item 1 of Schedule 5.19 prior to the Closing Date and all such accrued unpaid amounts shall be included in the calculation of net working capital as provided above. Insurance proceeds to be paid under the Company Insurance Policies with regard to such repair shall be allocated among Seller and Purchaser as provided in
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Estimated Adjustment Statement. At least five calendar days prior to the Closing, the Company will deliver to Purchaser a statement (the “Estimated Adjustment Statement”) setting forth the Company’s estimate of Cash, Indebtedness, unpaid Transaction Expenses and Net Working Capital as of the Closing Date, in each case prepared in accordance with the Calculation Principles, and the resulting calculation of the Estimated Net Working Capital Overage, if any, and the Estimated Net Working Capital Deficiency, if any. Attached to the Estimated Adjustment Statement will be copies of the Payoff Letters. Concurrently with the delivery of the Estimated Adjustment Statement, the Company shall provide to Purchaser detailed data and schedules supporting the determination of each calculation set forth therein (including supporting detail for each component item of Net Working Capital). Prior to the Closing, Purchaser will have an opportunity to conduct a good faith review of, and consult with the Company regarding, each element set forth in the Estimated Adjustment Statement. Purchaser and the Company shall mutually agree on each element set forth in the Estimated Adjustment Statement prior to the Closing. Two calendar days prior to the Closing, Purchaser and its accounting advisors will conduct a physical count of the Company’s Inventory for purposes of determining the Inventory included in the Closing Adjustment Statement (the “Physical Inventory”). The Seller and its representatives will be entitled to be present at and observe the Physical Inventory.
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Estimated Adjustment Statement. Seller shall deliver the Estimated Adjustment Statement to Buyer no later than three (3) Business Days prior to the Closing Date.
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Estimated Adjustment Statement. No later than five Business Days prior to the Closing Date, the Sellers’ Representative, on behalf of the Sellers, shall deliver to the Buyer a statement (the “Estimated Adjustment Statement”) setting forth the Sellers’ good faith estimate of: (i) the Closing Working Capital (such estimate, the “Estimated Closing Working Capital”); (ii) the Closing Rollover Indebtedness Amount (the “Estimated Rollover Indebtedness Amount”); (iii) the Hostess Transaction Costs (the “Estimated Hostess Transaction Costs”); (iv) Hostess Cash (the “Estimated Hostess Cash”); and (v) the LTIP Payment Amount (the “Estimated LTIP Payment Amount”) and the amount payable to each holder of any award outstanding under the LTIP, together with instructions that list the applicable bank accounts designated to facilitate payment by the Buyer of the Estimated Hostess Transaction Costs and all relevant supporting documentation used by the Sellers in calculating such amounts. The Estimated Closing Working Capital, the Estimated Rollover Indebtedness Amount, the Estimated Hostess Transaction Costs, the Estimated Hostess Cash and the Estimated LTIP Payment Amount (as contained in the Estimated Adjustment Statement delivered by the Sellers’ Representative to the Buyer) shall be binding on the Parties for the purposes of determining the Estimated Closing Consideration Amount.
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Estimated Adjustment Statement. 15 - Section 3.5
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Estimated Adjustment Statement. (a) By or before 10:00 a.m. on the third Business Day prior to the scheduled Closing Date, Sellers shall prepare and deliver to Purchasers a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the Closing Date the net working capital of OPP as of the Closing Date as calculated as set forth on Schedule 3.4(a). In the event the Closing is not scheduled to occur on the last day of a given month, then the items that are included in the Estimated Adjustment Statement shall be prorated to the extent applicable as of the Closing Date as set forth on Schedule 3.4(a). The Estimated Adjustment Statement and all determinations associated therewith will be prepared or calculated, as applicable, in conformity with GAAP, applied on a basis consistent with the financial statements made available to Purchasers under Section 4.19, using the format set forth in Schedule 3.4(a). (b) In the event the result of the Estimated Adjustment Statement is a negative number, then the Initial Purchase Price will be reduced by an amount equal to the absolute value of such number, and if the result is a positive number, then the Initial Purchase Price will be increased by an amount equal to such number. (c) In the event the Closing is not scheduled to occur on the last day of a given month, then the items that are included in the Estimated Adjustment Statement shall be prorated to the extent applicable as of the Closing Date by multiplying the amount of each such item representing the full calendar month by a fraction, the numerator of which is the Closing Date and the denominator of which is the number of days there are in the month in which the Closing occurs, provided that to the extent items may be determined on a daily basis, such amounts will be allocated on a daily basis.
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Related to Estimated Adjustment Statement

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

  • Closing Adjustment (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.

  • Final Settlement Statement (a) As soon as practical and, in any event, no later than ninety (90) calendar days after the Closing Date, Sellers shall prepare and deliver to Buyer a statement (the “Final Settlement Statement”) setting forth Sellers’ calculation of the adjustments to the Purchase Price in accordance with Section 2.04. The Final Settlement Statement shall be prepared in accordance with this Agreement and on a basis consistent with the preparation of the Closing Statement as described in Section 2.04(d), and shall set forth Sellers’ calculation of the Adjusted Purchase Price. (b) Following the delivery of the Final Settlement Statement, Sellers shall afford Buyer the opportunity to examine the Final Settlement Statement and Sellers’ calculation of the Adjusted Purchase Price, and such supporting schedules and analyses as are reasonably necessary and appropriate in connection with such review. Sellers shall cooperate with Buyer in such examination, including responding to questions asked by Buyer, and Sellers shall make available to Buyer any records under Sellers’ control that are requested by Buyer in connection with such review. (c) If, within thirty (30) calendar days following delivery of the Final Settlement Statement to Buyer, Buyer has not delivered to Sellers written notice (the “Objection Notice”) of Buyer’s objections to the Final Settlement Statement or Sellers’ calculation of the Adjusted Purchase Price (which Objection Notice in order to be valid must contain a statement describing in reasonable detail the items objected to, the basis of such objections and Buyer’s calculation of the amount(s) for the items objected to that Buyer asserts should be used for purposes of the Final Settlement Statement), then the Adjusted Purchase Price as set forth in such Final Settlement Statement shall be deemed final and conclusive. In addition, any of Sellers’ calculations of the Adjusted Purchase Price as set forth in the Final Settlement Statement which are not objected to in the Objection Notice shall be deemed final and conclusive. (d) If Buyer delivers the Objection Notice satisfying Section 2.06(c) above, within such thirty (30)-day period, then Sellers and Buyer shall endeavor in good faith to resolve the objections of Buyer set forth in the Objection Notice for a period not to exceed fifteen (15) calendar days from the date of delivery of the Objection Notice. If at the end of such fifteen (15)-day period there are any objections that remain in dispute, then either Buyer or Sellers may require by written notice to the other that the remaining objections in dispute be submitted for resolution to the Dallas, Texas office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or to such other independent accounting firm as may be selected jointly by Buyer and Sellers within the ten (10) calendar days following a written request by Buyer or Sellers (▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such jointly selected accounting firm, the “Referee”). The Referee’s engagement shall be limited to the resolution of disputed amounts set forth in the Final Settlement Statement that have been identified by Buyer in the Objection Notice, which resolution shall be in accordance with this Agreement and no other matter relating to the Final Settlement Statement shall be subject to determination by the Referee except to the extent affected by resolution of the disputed amounts. In connection with the engagement of the Referee, each of Buyer and Sellers shall execute any engagement, indemnity and other agreement as the Referee shall require as a condition to such engagement. If ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is unable or unwilling to serve as the Referee and Buyer and Sellers are unable to agree upon the designation of a Person as substitute arbitrator, then Buyer or Sellers, or either of them, may in writing request the Bankruptcy Court to appoint the substitute referee; provided that such Person so appointed shall be a national or regional accounting firm with no prior material relationships with Buyer or Sellers or their respective Affiliates and shall have experience in auditing companies engaged in oil and gas wellsite service activities. (e) The Referee shall determine such items of the calculation of the Adjusted Purchase Price as are disputed within thirty (30) calendar days after the objections that remain in dispute are submitted to it. (f) If any disputed items are submitted to the Referee for resolution, (i) each of Buyer and Sellers shall furnish to the Referee such workpapers and other documents and information relating to such disputed items as the Referee may request and are available to that Party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Referee any materials relating to the determination of the matters in dispute and to discuss such determination with the Referee prior to any written notice of determination hereunder being delivered by the Referee; (ii) the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either Party or less than the smallest value for such objection claimed by either Party; (iii) the determination by the Referee of items of the calculation of the Adjusted Purchase Price, as applicable, as set forth in a written notice delivered to Sellers and Buyer by the Referee, shall be made in accordance with this Agreement and shall be binding and conclusive on the Parties and shall constitute an arbitral award that is final, binding and unappealable (absent manifest error or fraud) and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the fees and expenses of the Referee (the “Audit Fees”) shall be paid by and apportioned between Buyer and Sellers based on the aggregate dollar amount in dispute and the relative recovery as determined by the Referee or Sellers and Buyer, respectively (such that, by way of example, if the amount in dispute is $100 and it is resolved $70 in favor of Buyer and $30 in favor of Sellers, then Sellers would bear 70% of the Audit Fees and Buyer would bear 30% of the Audit Fees).