Working Capital Adjustment. In the event there is a Working Capital Deficit or a Working Capital Surplus calculated and determined in accordance with paragraph (c) and (d) of this Section 1.13, then the Merger Consideration shall be reduced or increased, as the case may be, dollar-for-dollar by the amount of the Working Capital Deficit or Working Capital Surplus (the "Working Capital Adjustment"). If there is a Working Capital Deficit and it is less than $2 million, then an amount equal to the Working Capital Deficit shall be released from the Working Capital Escrow to Purchaser and the balance of the Working Capital Escrow Amount shall be released from the Working Capital Escrow to be distributed to the Company Stockholders in accordance with this Agreement and the Working Capital Escrow Agreement. If there is a Final Working Capital Deficit and it is $2 million or greater, then the entire Working Capital Escrow Amount shall be released from the Working Capital Escrow to Purchaser; and Purchaser may make a claim against the Indemnification Escrow Amount for the payment of such difference; and if there is any balance still due to Purchaser that is not otherwise satisfied by the Indemnification Escrow Amount, then the Company Stockholders shall be responsible for payment, severally in accordance with their respective Pro Rata Portions and not jointly, the balance to Purchaser within ten (10) business days after Purchaser's request. If there is a Working Capital Surplus, then (i) Purchaser shall within five (5) business days following the determination of Closing Working Capital deposit the amount of such Working Capital Surplus with the Exchange Agent or the Working Capital Escrow Agent for payment to the Company Stockholders, (ii) the Working Capital Escrow Amount shall be released from the Working Capital Escrow, and (iii) each of (i) and (ii) shall be distributed to the Company Stockholders in accordance with this Agreement and the Working Capital Escrow Agreement. If there is neither a Working Capital Deficit nor a Working Capital Surplus, then the Working Capital Escrow Amount shall be released from Working Capital Escrow to be distributed to the Company Stockholders in accordance with this Agreement and the Working Capital Escrow Agreement.
Working Capital Adjustment. (a) Within 15 days following the Closing Date, the Purchaser will prepare or cause to be prepared a combined balance sheet of the Target Companies as of the Closing Date (the "Closing Date Balance Sheet") showing the amount of Closing Date Working Capital, along with a statement setting forth in reasonable detail the method of calculating Closing Date Working Capital, which shall be in accordance with GAAP and consistent with the methodology used in Target Financial Statements (as defined in Section 2.5 below), and shall deliver or cause to be delivered to the Shareholders such Closing Date Balance Sheet. In the event that the Shareholders object to the Purchaser's calculation of the Closing Date Working Capital, then, within 30 days after the delivery to the Shareholders of the Closing Date Balance Sheet, the Shareholders shall deliver to the Purchaser a notice describing in reasonable detail the Shareholders' objection to the Purchaser's calculation (an "Objection Notice"), accompanied by a statement setting forth the dollar amount determined by the Shareholders to represent the Closing Date Working Capital or a request for additional information from the Purchaser that the Shareholders may require in order to determine the Closing Date Working Capital. If the Shareholders do not deliver an Objection Notice to the Purchaser within the 30-day period referred to in the preceding sentence, then the Purchaser's calculation of the Closing Date Working Capital shall be binding and conclusive on the Purchaser and the Shareholders. If the Shareholders deliver an Objection Notice to the Purchaser within the 30-day period referred to in this paragraph, and if the Purchaser and the Shareholders are unable to agree upon the calculation of the Closing Date Working Capital within 15 days after an Objection Notice is delivered to the Purchaser, the Shareholders and the Purchaser shall select a nationally recognized accounting firm mutually acceptable to them (the "Neutral Accountant") to resolve any remaining objections, the cost of which shall be paid by the party whose assertions regarding the amount of the Closing Date Working Capital differ by the greater amount from the Closing Date Working Capital determined by the Neutral Accountant. If Purchaser and the Shareholders are unable to select the Neutral Accountant within 10 days after the commencement of such selection process, the Neutral Accountant shall be KPMG (or its successor). The Shareholders and the Purchas...
Working Capital Adjustment. (a) Within 90 days after the Closing Date, Parent shall prepare and deliver to GBC (i) an audited combined balance sheet of the Retained Companies (the "Closing Balance Sheet"), prepared from the books and records of the Retained Companies, certified by Parent's independent auditors, and (ii) a statement (the "Closing Statement") setting forth Working Capital (as defined below) as of the Effective Time ("Closing Working Capital"), together with a certificate of Parent's independent auditors that the Closing Statement has been prepared in accordance with this Section 3.05. During the 30 day period following GBC's receipt of the Closing Statement, GBC and its independent auditors will be permitted to review the working papers of Parent's independent auditors relating to the Closing Balance Sheet and the Closing Statement. The Closing Statement shall become final and binding upon the parties on the thirtieth day following receipt thereof, unless GBC gives written notice of its disagreement with the Closing Statement ("Notice of Disagreement") to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on Closing Working Capital not being calculated in accordance with this Section 3.05 and (iii) be accompanied by a certificate of GBC's independent auditors that they concur with each of the positions taken by GBC in the Notice of Disagreement. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Statement (as revised in accordance with clauses (A) or (B) below) shall become final on the earlier of (A) the date Parent and GBC resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 30 day period following delivery of a Notice of Disagreement, Parent and GBC shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period Parent and its independent auditors shall have access to the working papers relating to the Notice of Disagreement. At the end of such 30 day period (or such longer period as the parties may agree), Parent and GBC shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and...
Working Capital Adjustment. (a) The “
Working Capital Adjustment. (i) At the Closing, the Seller shall deliver to the Buyer an unaudited balance sheet of the Company (the “Preliminary Balance Sheet”) as at the Closing together with a certificate of the Seller stating that the Preliminary Balance Sheet was prepared in accordance with GAAP so as to present fairly in all material respects the financial condition of Company as of such date.
Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing.
Working Capital Adjustment. For purposes of this Section 7.7, the following terms shall have the following meanings:
Working Capital Adjustment. 5 Section 2.3
Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror.
