Adjustment at Closing. In accordance with Section 1.03, Sellers’ Representative shall deliver to Buyer the Estimated Closing Balance Sheet and a good faith calculation of the Estimated Net Working Capital based upon the Estimated Closing Balance Sheet, the Estimated Closing Date Indebtedness and the Estimated Transaction Expenses, together with reasonable supporting calculations and supporting documentation therefor. The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied using the Company Accounting Principles; provided, however, that in the event of a conflict between consistency with the Company Accounting Principles and compliance with GAAP, compliance with GAAP shall control; provided, further, that, for the avoidance of doubt, the Company Accounting Principles as applied to the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. Sellers’ Representative will consider in good faith any revisions to the calculations set forth in the Estimated Closing Balance Sheet proposed by Buyer and the Estimated Closing Balance Sheet shall be modified accordingly to reflect any revisions agreed upon by Buyer and Sellers’ Representative. At the Closing, as provided in Section 1.02, the Initial Purchase Price shall be determined in part by (i) reducing it by the amount, if any, by which the Base-Line Net Working Capital exceeds the Estimated Net Working Capital, or (ii) increasing it by the amount, if any, by which the Estimated Net Working Capital exceeds the Base-Line Net Working Capital. The reduction in and addition to the Initial Purchase Price referred to in the preceding sentence are hereafter collectively referred to as the “Closing Reduction” and “Closing Addition,” respectively.
Adjustment at Closing. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”), which statement shall set forth Seller’s good faith calculation and estimate of (i) Closing Cash, (ii) Net Working Capital Amount, (iii) Company Debt and (iv)) Unpaid Transaction Expenses (clauses (i) through (iv) inclusive, the “Purchase Price Elements”) and (v) the Purchase Price based thereon (the “Estimated Purchase Price”) together with supporting documentation for such estimates reasonably requested by Buyer, including, where applicable,
Adjustment at Closing. Taxes and municipal assessments (except as otherwise provided in this Agreement) shall be adjusted, apportioned and allowed as of the Closing Date. Any other adjustment, including adjustments for insurance, rents, profits, water or sewer fees, and the like, shall be allowed and apportioned as of the Closing Date. Seller shall be responsible for payment of the New Jersey Realty Transfer Tax. In the event any assessment for any municipal improvement completed prior to the Closing Date shall be imposed upon the Property or any portion thereof, the same shall be paid in full by the Seller or allowed as a credit against the Purchase Price whether or not such assessment may be payable in installments. In the event any such assessment for which Seller is responsible is unconfirmed as of the Closing Date, the Seller shall escrow with the Buyer's Title Company an amount reasonably estimated to satisfy the pending assessment. In the event the assessment, when confirmed, is less than the escrowed sum, the balance shall be promptly returned to the Seller. In the event the assessment, when confirmed, is more than the escrowed sum, the Seller shall promptly pay the balance. This provision shall survive the Closing. Seller has received no notice of any assessments for public improvements.
Adjustment at Closing. Two Business Days prior to the Closing Date, the Company shall deliver or cause to be delivered to Newco a projected consolidated balance sheet (the "Estimated Closing Date Balance Sheet") of the Company and its Subsidiaries as of the Closing Date. The Estimated Closing Date Balance Sheet (i) shall set forth the Net Working Capital as of the Closing Date (the "Indicative Net Working Capital"), without giving effect to the Recapitalization and the transactions contemplated hereby, and (ii) be prepared in accordance with GAAP applied on a basis consistent with the principles, practices and methodologies used in the preparation of the consolidated balance sheet of the Company and its Subsidiaries for the year ended January 3, 1998. the event that the Indicative Net Working Capital is less than $7,000,000 ("Target Net Working Capital"), the Aggregate Funding Amount shall be decreased by the amount of such shortfall and the Aggregate Merger Consideration shall be adjusted accordingly.
Adjustment at Closing. In the event that the Estimated Working Capital Amount is less than $2,363,000 (the “Benchmark Working Capital Amount”), the Cash Merger Proceeds shall be reduced on a dollar-for-dollar basis, by an amount equal to the difference (the “Negative Amount”) between the Benchmark Working Capital Amount and the Estimated Working Capital Amount. In the event that the Estimated Working Capital Amount is greater than the Benchmark Working Capital Amount, the Cash Merger Proceeds shall be increased on a dollar-for-dollar basis, by an amount equal to the difference (the “Positive Amount”) between the Estimated Working Capital Amount and the Benchmark Working Capital Amount. The amount equal to the Cash Merger Proceeds plus the Positive Amount or minus the Negative Amount, whichever is applicable, shall be referred to as the “Adjusted Closing Cash Merger Proceeds.”
Adjustment at Closing. At least three (3) Business Days prior to the Closing, Sellers shall deliver to Buyer a statement setting forth Sellers’ good faith estimate of the Inventory and any other balance sheet adjustments agreed upon by the parties after the Effective Date but prior to the Closing Date (the “Adjustments”), as of the close of business on the Closing Date, signed by an officer of Seller, in substantially the form attached to this Agreement as Exhibit A (such estimate provided by the Sellers in advance of the Closing, the “Preliminary Statement”). To derive the Closing Cash Amount, the Initial Cash Amount shall be (i) increased, dollar for dollar, by the amount by which the amount of Inventory appearing in the Preliminary Statement exceeds the agreed upon amount of the net historical average for such Inventory shown on the Preliminary Statement or (ii) decreased, dollar for dollar, by the amount by which the amount of Inventory appearing in the Preliminary Statement exceeds the agreed upon amount of the net historical average for such Inventory shown on the Preliminary Statement. The Preliminary Statement identifies the specific line items and adjustments to be included in the calculation and the principles used when making such adjustment. The foregoing principles and the line items and calculation set forth in the Preliminary Statement are referred to in this Agreement as the “Closing Adjustment Formula.”
Adjustment at Closing. In accordance with Section 1.03, Seller shall deliver to Buyer the Estimated Closing Balance Sheet and a good faith calculation of the Estimated Net Working Capital based upon the Estimated Closing Balance Sheet, the Estimated Closing Date Indebtedness, the Estimated Transaction Expenses and the Estimated Cash and Cash Equivalents, together with reasonable supporting calculations and supporting documentation therefor. The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied using the Company Accounting Principles; provided, however, that in the event of a conflict between consistency with the Company Accounting Principles and compliance with GAAP, except for the Company Accounting Principles set forth in Schedule
Adjustment at Closing. The Company has prepared and delivered to Buyer (i) an estimated Closing Balance Sheet, as well as its good faith calculation of the Estimated Net Working Capital, the Estimated Indebtedness, the Estimated Selling Transaction Expenses and the Estimated Cash and Cash Equivalents, in each case determined without giving effect to the consummation of the Merger or any financing transactions in connection therewith, and (ii) a written statement setting forth the Company’s calculation of the Closing NWC Reduction or Closing NWC Addition, as applicable. The amount, if any, by which the Base Net Working Capital exceeds the Estimated Net Working Capital is hereafter referred to as the “Closing NWC Reduction,” and the amount, if any, by which the Estimated Net Working Capital exceeds the Base Net Working Capital is hereafter referred to as the “Closing NWC Addition.” The estimated Closing Balance Sheet was prepared in accordance with GAAP as applied by the Company in the preparation of the Balance Sheet.
Adjustment at Closing. On the second business day prior to Closing, Seller shall furnish to Purchaser a preliminary Closing Date Balance Sheet (the "Preliminary Closing Date Balance Sheet") and a statement ("Seller's Closing Statement") setting forth (a) an estimate of the Net Working Capital as of the Closing Date (the "Net Working Capital Estimate"), (b) a purchase price adjustment amount (the "Closing Adjustment Amount") based upon the Net Working Capital Estimate and (c) the estimated Purchase Price (the "Estimated Purchase Price") to be paid at Closing by Purchaser in accordance with section 5.02(b) based upon the Closing Adjustment Amount. Seller shall prepare the Preliminary Closing Date Balance Sheet and the Seller's Closing Statement, and make the calculations set forth therein, in good faith and in accordance with generally accepted accounting principles applied in a manner consistent with those used in the preparation of the Balance Sheet.
Adjustment at Closing. Prior to the Closing Date, Seller shall --------------------- provide to Buyer a written statement of Seller's good faith estimate of the amounts of Seller's Accounts Receivable and Inventory as of the Effective Date (the "Estimated Closing Accounts Receivable and Inventory"). Seller shall calculate Estimated Closing Accounts Receivable and Inventory using accounting principles and methods consistent with those used to calculate the Accounts Receivable and Inventory of Seller as of February 28, 2001 (the "Baseline Accounts Receivable and Inventory"), which amounts are set forth on Seller's February 28, 2001 balance sheet, as previously provided to Buyer (the "Baseline Balance Sheet"). If the amount of the Estimated Closing Accounts Receivable and Inventory, as calculated by Seller and confirmed by Buyer's lender's auditors, as of the Effective Date, is less than the amount of the Baseline Accounts Receivable and Inventory, the cash portion of the Purchase Price payable at Closing under Section 3.1.1 (not the escrowed amount) shall be reduced at Closing by such amount.
