Common use of Estimated Purchase Price Calculation Statement Clause in Contracts

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 Purchaser, the Company or the Seller of the accuracy of the Estimated Purchase Price Calculation Statement, it being understood that the Estimated Purchase Price Calculation Statement is only an estimate for purposes of the Closing.

Estimated Purchase Price Calculation Statement. At least three business days before the Closing, the Company Seller shall prepare and deliver to Purchaser, at least five (5) Business Days prior to the Purchaser Closing Date, a written estimate statement (the “Estimated Purchase Price Calculation Statement”) setting forth (a) the CompanySeller’s good faith estimate of the amount of (i) the Closing Debt, Closing Cash and Closing Net Cash Adjustment, (b) Seller’s good faith estimate of the amount of the Closing 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 in accordance herewith and Annex I hereto and (ix) the Transfer Road Property Amount, and (bc) the calculation of the Aggregate Cash Purchase Price based thereon. Schedule 1.3 sets forth The Estimated Purchase Price Calculation Statement shall (i) be accompanied by all information reasonably necessary to determine the format for the calculation information contained in such Estimated Purchase Price Calculation Statement and such other information as may be reasonably requested by Purchaser and (ii) be duly certified by a duly authorized officer of Purchaser to be a true, correct and complete estimate of the amounts described in this Section 1.3 and set forth therein as of the payments to be made pursuant to Section 2.3(b)Closing Date. In connection with the Purchaser’s review Upon delivery of the Estimated Purchase Price Calculation Statement, Seller shall provide Purchaser and its Representatives with reasonable access to the employees, agreements and books and records of Seller and the Company shall provide to verify the accuracy of such supporting documentation or data of amounts. In the Company used to prepare such estimate as the Purchaser may reasonably request. If the event that Purchaser does not agree that Seller’s estimate of the amount of the Closing Debt, the Closing Cash, the Closing Working Capital, the Working Capital Adjustment, or the Cash Purchase Price were arrived at in accordance with this Agreement and GAAP and on a basis consistent with the Estimated Purchase Price Calculation Statement, the Company Financial Statements and the principles set forth in Annex I hereto, Seller and Purchaser shall negotiate in good faith to mutually agree on an upon acceptable Estimated Purchase Price Calculation Statementestimates, and the Company Seller shall consider in good faith any proposed comments or changes that the Purchaser may reasonably 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 Seller’s failure to include in the Estimated Purchase Price Calculation Statement any changes proposed by the Purchaser, or 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 Purchaser’s remedies of any party under this Agreement, including Purchaser’s right to include such changes or (B) other changes in the Final Purchase Price Calculation Statement, or constitute an acknowledgment by the Purchaser, the Company or the Seller Purchaser of the accuracy of the Estimated Purchase Price Calculation Statement, it being understood that the Estimated Purchase Price Calculation Statement is only an estimate for purposes of the Closing.