Estimated Purchase Price Calculation Statement Sample Clauses

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Estimated Purchase Price Calculation Statement. At the Closing, the Company shall deliver to the Purchaser a written statement (the “Estimated Purchase Price Calculation Statement”) setting forth (A) the Company’s good faith estimate of the amount of the Closing Cash, (B) the Company’s good faith estimate of the amount of the Closing Indebtedness, (C) the Company’s good faith estimate of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto and (D) the calculation of the Aggregate Purchase Price based upon the Initial Purchase Price and such estimates.
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Estimated Purchase Price Calculation Statement. Prior to the Closing, Seller has delivered to Purchaser a written statement (the “Estimated Purchase Price Calculation Statement”) setting forth (a) Seller’s good faith estimate of Selling Expenses, (b) Seller’s good faith estimate of the amount of Closing Date Indebtedness, (c) Seller’s good faith estimate of the amount of Closing Cash, and (d) the calculation of the estimated Aggregate Purchase Price based upon the foregoing. Schedule 2.2 sets forth the format for the calculation of the amounts described in this Section 2.2 and the payment to be made pursuant to Section 3.2(b).
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Estimated Purchase Price Calculation Statement. At least three business days before the Closing, the Company shall deliver to the Purchaser a written estimate (the “Estimated Purchase Price Calculation Statement”) setting forth (a) the Company’s good faith estimate of the amount of (i) the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, (ii) the Closing Cash, (iii) the Closing Funded Indebtedness, (iv) the amount of the Medical Capital Expenditures, (v) the Company Transaction Expenses, (vi) the amount of the Warrant Payments, (vii) the amount of the Phantom Stock Payments, (viii) the GE Indebtedness to the extent it is not Closing Funded Indebtedness and (ix) the Transfer Road Property Amount, and (b) the calculation of the Aggregate Purchase Price based thereon. Schedule 1.3 sets forth the format for the calculation of the amounts described in this Section 1.3 and the payments to be made pursuant to Section 2.3(b). In connection with the Purchaser’s review of the Estimated Purchase Price Calculation Statement, the Company shall provide such supporting documentation or data of the Company used to prepare such estimate as the Purchaser may reasonably request. If the Purchaser does not agree with the Estimated Purchase Price Calculation Statement, the Company and the Purchaser shall negotiate in good faith to mutually agree on an acceptable Estimated Purchase Price Calculation Statement, and the Company shall consider in good faith any proposed comments or changes that the Purchaser may suggest; provided, however, that if there is a good faith disagreement between the Seller and the Purchaser regarding the Estimated Purchase Price Calculation Statement, then the parties will proceed with the Closing based on the amounts in the Estimated Purchase Price Calculation Statement that are not being disputed by the parties in good faith and the amounts that are being disputed in good faith will be resolved in accordance with the resolution process contemplated in Section 2.4. Notwithstanding the foregoing, any failure to include in the Estimated Purchase Price Calculation Statement any changes proposed by the Purchaser, the acceptance by the Purchaser of the Estimated Purchase Price Calculation Statement, any changes to the Estimated Purchase Price Calculation Statement agreed to by the parties, or the consummation of the Closing, shall not (A) limit or otherwise affect the remedies of any party under this Agreement, or (B) constitute an acknowledgment by the P...
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Estimated Purchase Price Calculation Statement. Not later than two Business Days prior to the Closing, the Sellers’ Representative shall deliver to Purchaser a written statement (the “Estimated Purchase Price Calculation Statement”) setting forth (a) Sellers’ good faith estimate (as of the Closing Date) of (i) the amount of the Closing Cash, (ii) the amount of the Closing Indebtedness, (iii) the amount of the Company Transaction Expenses, (iv) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto; and (v) the amount of the Closing Bonus Payments; and (b) the calculation of the estimated Aggregate Purchase Price based thereon. Schedule 2.2 sets forth the format for the calculation of the amounts described in this Section 2.2 and the payments to be made pursuant to Section 3.3(b). The Estimated Purchase Price Calculation Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. The Seller’s Representative shall provide Purchaser with a draft of the Estimated Purchase Price Calculation Statement at least five Business Days prior to the Closing and shall give Purchaser an opportunity to discuss it with the Sellers’ Representative before it is finalized.
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Estimated Purchase Price Calculation Statement. No less than three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser an estimated unaudited consolidated balance sheet of the Company as of the Closing Date and a written statement (together, the "Estimated Purchase Price Calculation Statement") setting forth: (a) the Company's good faith estimate of (i) the amount of the Closing Cash, (ii) the amount of the Closing Indebtedness, (iii) the amount of the unpaid Company Transaction Expenses, (iv) the amount of the Employer Taxes, and (v) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto; and (b) the Company's calculation of the estimated Purchase Price based thereon. Schedule 3.2 hereto sets forth a calculation of the amounts described in this Section 3.2 and the payments to be made pursuant to Section 4.3(b) based on information available as of the date of this Agreement and certain assumptions as to items that cannot be determined until the Closing Date.
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Estimated Purchase Price Calculation Statement. At the Closing, the Company shall deliver to the Purchaser a reasonably detailed written statement (the “Estimated Purchase Price Calculation Statement”) setting forth in accordance with this Article II the Company’s good faith estimate of the Aggregate Purchase Price, the Seller Purchase Price and the other calculations contemplated in this Article II based thereon. Schedule 2.04 hereto sets forth a calculation of the amounts described in this Section 2.04 and the payments to be made pursuant to Section 3.03(b) based on information available as of the date of this Agreement and certain assumptions as to items that cannot be determined until the Closing Date.
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Estimated Purchase Price Calculation Statement. Not later than three (3) Business Days prior to the Closing, the Sellers shall deliver to Purchaser a written statement (the “Estimated Purchase Price Calculation Statement”) setting forth (a) Sellers’ good faith estimate (as of the Closing Date) of (i) the Cash Price, (ii) the amount of the Closing Indebtedness, and (iii) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, and (b) the calculation of the estimated Aggregate Cash Purchase Price based thereon. Schedule 2.2 sets forth the format for the calculation of the amounts described in this Section 2.2 and the payments to be made pursuant to Section 3.3(b).
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Estimated Purchase Price Calculation Statement. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a written statement (the “Estimated Purchase Price Calculation Statement”) setting forth (a) the Company’s good faith estimate of the amount of (i) Closing Cash, (ii) Closing Indebtedness, (iii) Company Transaction Expenses, (iv) Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto and (v) the Income Tax Benefit Amount and (b) the calculation of the Aggregate Purchase Price based thereon. To the extent reasonably requested by the Purchaser, the Company will make available to the Purchaser and its auditors and advisors all records and work papers used in preparing the Estimated Purchase Price Calculation Statement. The Company will review any comments proposed by the Purchaser with respect to the Estimated Purchase Price Calculation Statement, and will consider, in good faith, any appropriate changes.
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Related to Estimated Purchase Price Calculation Statement

  • Estimated Purchase Price Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.

  • 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.

  • 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.

  • Preliminary Settlement Statement Not less than five Business Days prior to the Closing, EXCO shall prepare and submit to BG for review, using the best information available to EXCO, a draft settlement statement (the “Preliminary Settlement Statement”) that shall set forth the Adjusted Closing Cash Consideration, reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with the designation of EXCO’s accounts for the wire transfers of funds as set forth in Section 9.3(c). Within three Business Days of receipt of the Preliminary Settlement Statement, BG will deliver to EXCO a written report containing all changes with the explanation therefor that BG proposes to be made to the Preliminary Settlement Statement, or if BG does not deliver such a written report, BG shall be deemed to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicable. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Consideration at Closing, without limitation to BG’s right to challenge any adjustments to the Closing Cash Consideration as provided in Sections 3.6 through 3.8 below. If the Parties cannot agree on the Preliminary Settlement Statement prior to the Closing, the Preliminary Settlement Statement as presented by EXCO will be used to adjust the Closing Cash Consideration at Closing.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.