Adjustment After Closing. Upon determination of the Final Net Working Capital pursuant to Section 2.4, the Aggregate Purchase Price shall be (i) reduced by the amount, if any, by which the Estimated Net Working Capital exceeds the Final Net Working Capital as of the day prior to the Closing Date as determined pursuant to Section 2.4, or (ii) increased by the amount, if any, by which the Final Net Working Capital exceeds the Estimated Net Working Capital. The reduction in and addition to the Aggregate Purchase Price referred to in the preceding sentence are hereafter collectively referred to as the “Post-Closing Reduction” and “Post-Closing Addition”, respectively. After the Closing Balance Sheet and the calculation of the Final Net Working Capital become final and binding upon the parties in accordance with the provisions of Section 2.4, then, within ten (10) days following such calculation: (i) if any Post-Closing Reduction is required, Buyer and the Stockholders Representative shall direct the Escrow Agent to pay such amount out of the Adjustment Escrow Fund to Buyer in accordance with the terms of the Escrow Agreement, and (A) in the event the Adjustment Escrow Fund is insufficient to cover the full amount of such Post-Closing Reduction (the amount by which the Post-Closing Reduction exceeds the amount of the Escrow Adjustment Fund shall be referred to herein as the “Deficiency”), then the Escrow Agent shall distribute the entire Adjustment Escrow Fund to Buyer as provided in the Escrow Agreement, and each Seller, severally and not jointly, on a Pro Rata basis, shall immediately deliver the Deficiency to Buyer in immediately available funds by wire transfer or check, and in the event that the Sellers shall fail to pay the amount of the Deficiency by the date on which the Escrow Agent distributes the Adjustment Escrow Fund to Buyer pursuant to the Escrow Agreement, Buyer may at any time thereafter deliver written notice to the Escrow Agent and the Stockholders Representative specifying such amount, and the Escrow Agent shall pay such amount out of the Environmental Indemnity Escrow Fund to Buyer in accordance with the terms of the Escrow Agreement; provided, however, that each Seller that failed to deliver to Buyer such Seller’s Pro Rata share of the Deficiency shall remain liable in the event the Environmental Indemnity Escrow Fund is insufficient to cover such Seller’s Pro Rata share of the Deficiency; provided, further that no failure on the part of Buyer to deliver the specif...
Adjustment After Closing. After Closing, the Initial Sellers Payment shall be (i) (A) reduced by the amount, if any, by which the Final Net Working Capital is less than the Estimated Net Working Capital, or (B) increased by the amount, if any, by which the Final Net Working Capital is greater than the Estimated Net Working Capital, (ii) (A) reduced by the amount, if any, by which the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, or (B) increased by the amount, if any, by which the Estimated Closing Date Indebtedness exceeds the Final Closing Date Indebtedness, and (iii) (A) reduced by the amount, if any, by which the Final Transaction Expenses exceed the Estimated Transaction Expenses, or increased by the amount, if any, by which the Estimated Transaction Expenses exceed the Final Transaction Expenses. The aggregate net reduction in or addition to the Initial Sellers Payment calculated pursuant to this Section 1.05(d) shall be referred to in this Agreement as the “Post-Closing Reduction” (in the case of an aggregate net reduction to the Initial Sellers Payment) or as the “Post-Closing Addition” (in the case of an aggregate net addition to the Initial Sellers Payment).
Adjustment After Closing. After the Closing, the Purchase Price shall be (i) reduced by (A) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Final Net Working Capital Amount, (B) the amount, if any, that the Final Company Debt exceeds the Estimated Company Debt, (C) the amount, if any, that the Estimated Closing Cash exceeds the Final Closing Cash and (D) the amount, if any, that the Final Unpaid Transaction Expenses exceed the Estimated Unpaid Transaction Expenses (the “Post-Closing Reductions”), and (ii) increased by (A) the amount, if any, by which the Final Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, (B) the amount, if any, that Estimated Company Debt exceeds Final Company Debt, (C) the amount, if any, that the Final Closing Cash exceeds the Estimated Closing Cash and (D) the amount, if any, that the Estimated Unpaid Transaction Expenses exceed the Final Unpaid Transaction Expenses (the “Post-Closing Additions”), in each case, in accordance with this Section 1.4. A “Post-Closing Net Reduction” means the amount, if any, by which the aggregate Post-Closing Reductions exceed the aggregate Post Closing Additions, and a “Post-Closing Net Addition” means the amount, if any, by which the aggregate Post-Closing Additions exceed the aggregate Post-Closing Reductions. For the purposes of this Agreement, “Final Net Working Capital Amount” means the Net Working Capital Amount, “Final Company Debt” means the Company Debt, “Final Closing Cash” means the Closing Cash, “Final Unpaid Transaction Expenses” means the Unpaid Transaction Expenses, in each case, as finally agreed or determined in accordance with Section 1.4(d).
Adjustment After Closing. After the Closing, the Initial Seller Cash Payment shall be (i) (A) reduced by the amount, if any, by which the Final Net Working Capital is less than the Estimated Net Working Capital, or (B) increased by the amount, if any, by which the Final Net Working Capital is greater than the Estimated Net Working Capital, (ii) (A) reduced by the amount, if any, by which the Estimated Cash and Cash Equivalents exceeds the Final Cash and Cash Equivalents, or (B) increased by the amount, if any, by which the Final Cash and Cash Equivalents exceeds the Estimated Cash and Cash Equivalents, (iii) (A) increased by the amount, if any, by which the Estimated Closing Date Indebtedness exceeds the Final Closing Date Indebtedness, or (B) reduced by the amount, if any, by which the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, (iv) (A) increased by the amount, if any, by which the Estimated Transaction Expenses exceed the Final Transaction Expenses, or (B) reduced by the amount, if any, by which the Final Transaction Expenses exceed the Estimated Transaction Expenses, and (v) (A) increased by the amount, if any, by which the Estimated Pension and Retiree Liability exceeds the Final Pension and Retiree Liability, or (B) reduced by the amount, if any, by which the Final Pension and Retiree Liability exceeds the Estimated Pension and Retiree Liability. The aggregate net reduction in or addition to the Initial Seller Cash Payment calculated pursuant to this Section 1.06(d) shall be referred to in this Agreement as the “Post-Closing Reduction” (in the case of an aggregate net reduction to the Initial Seller Cash Payment) or as the “Post-Closing Addition” (in the case of an aggregate net addition to the Initial Seller Cash Payment).
Adjustment After Closing. Any income or expense which cannot be ------------------------ ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amounts and shall be the subject of a final proration as soon thereafter as the precise amounts can be ascertained but in no event later than one hundred eighty (180) days after the Closing. A statement setting forth such agreed proration shall be delivered to the Escrow Holder, provided Escrow Holder shall not be required to calculate any prorations. Seller and Buyer shall each cooperate with the other diligently and promptly to correct any errors in computations or estimates under this Section 9.6 and shall ----------- promptly pay to the party entitled thereto any refund, credit or other payment necessary to comply with this Section 9.6. This Section 9.6 shall survive the ----------- ----------- Closing. Either party owing the other party a sum of money based on adjustments made to prorations after the Closing shall promptly pay that sum to the other party, together with interest thereon at the rate of Ten Percent (10%) per annum from the date of demand of payment to the date of payment if payment is not made within thirty (30) days after demand therefor.
Adjustment After Closing. If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, and an adjustment shall be made as soon as reasonably possible after the Closing, but in any event within ninety (90) days after Closing (other than for Taxes), at which time all prorations shall be deemed final. Payments in connection with any adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.
Adjustment After Closing. As soon as practicable after the Closing, but no later than 120 days following the Closing Date, the Company shall deliver to the Investor the final closing balance sheet for Everbright Asia (the "Final Everbright Asia Closing Balance Sheet") and the calculation of the final Closing Cash of Everbright Asia determined as of the Closing Date (the "Final Closing Cash"), based upon the Final Everbright Asia Closing Balance Sheet and the definition of Closing Cash set forth above, in each case accompanied by a description in reasonable detail of all variances between the Preliminary Everbright Asia Closing Balance Sheet and Estimated Closing Cash, on the one hand, and the Final Everbright Asia Closing Balance Sheet and Final Closing Cash, on the other. The Final Everbright Asia Closing Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with past principles and policies used by the Investor and its Affiliates for the fiscal year ended December 31, 2007 and the nine-month period ended September 30, 2008, provided that the allowance for bad debt and reserve for contractuals related to accounts receivable shall reflect the then current best estimate of the allowance and reserve. If the Investor objects to the Company's calculation of the Final Closing Cash as presented on the Final Everbright Asia Closing Balance Sheet, then the Investor shall, within 45 business days after receipt of the Final Everbright Asia Closing Balance Sheet, notify the Company of the same in writing and deliver its proposed modification of the Final Everbright Asia Closing Balance Sheet and calculation of the Final Closing Cash to the Company, together with a written statement explaining in reasonable detail the reasons for the objection and the basis for the proposed modification and calculation. If the Investor does not deliver such notice of objection within such 45 business day period, then the Final Everbright Asia Closing Balance Sheet and the Company's calculation of the Final Closing Cash as shown thereon shall be final, conclusive and binding on the parties hereto. If the Company disagrees with all or any portion of the Investor's proposed modification of the Final Everbright Asia Closing Balance Sheet or calculation of the Final Closing Cash, then it shall notify the Investor and the parties shall negotiate in good faith to reach an agreement during the 30 day period following delivery of the Investor's proposed modification and calculation. If ...
Adjustment After Closing. After the Closing, the Aggregate Purchase Price shall be (i) reduced by the amount, if any, by which (1) the Estimated Current Assets exceeds the final sum of cash and accounts receivable at the Closing (the “Final Current Assets”), (2) the final amount of accounts payable at the Closing (the “Final A/P”) exceeds the Estimated A/P, and (3) the Estimated Backlog exceeds the final amount of Backlog at the Closing (the “Final Backlog”), but only if the Final Backlog is less than [***] and only to the extent of the lesser of (A) the difference between [***] and the amount of the Final Backlog, and (B) the difference between the Estimated Backlog and the Final Backlog, as determined pursuant to Section 1.4, or (ii) increased by the amount, if any, by which (1) the Final Current Assets exceeds the Estimated Current Assets, (2) the Estimated A/P exceeds the Final A/P, and (3) the Final Backlog exceeds the Estimated Backlog, but only if the Estimated Backlog was less than [***] and only to the extent of the lesser of (A) the difference between [***] and the Estimated Backlog and (B) the difference between the Estimated Backlog and the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Adjustment After Closing. Upon determination of the final Closing Cash and the final Net Working Capital, the Aggregate Purchase Price shall be adjusted as follows:
(i) If the Net Working Capital as finally determined in accordance with Section 2.4 is equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, and:
(1) if there was an Estimated Net Working Capital Surplus, then the Aggregate Purchase Price shall be reduced by an amount equal to such Estimated Net Working Capital Surplus,
(2) if there was an Estimated Net Working Capital Deficiency, then the Aggregate Purchase Price shall be increased by an amount equal to such Estimated Net Working Capital Deficiency, or
(3) if the Estimated Net Working Capital was equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, then there shall be no adjustment to the Aggregate Purchase Price pursuant to this Section 2.4(b)(i).
(ii) If the Net Working Capital as finally determined in accordance with Section 2.4 is less than the Minimum Net Working Capital Target, and:
(1) if there was an Estimated Net Working Capital Surplus, then the Aggregate Purchase Price shall be reduced by an amount equal to the sum of (A) such Estimated Net Working Capital Surplus plus (B) the amount by which the Minimum Net Working Capital Target exceeds the final Net Working Capital,
(2) if there was an Estimated Net Working Capital Deficiency, then (A) if the final Net Working Capital exceeds the Estimated Net Working Capital, the Aggregate Purchase Price shall be increased by an amount equal to such excess, or (B) if the Estimated Net Working Capital exceeds the final Net Working Capital, the Aggregate Purchase Price shall be decreased by an amount equal to such excess, or
(3) if the Estimated Net Working Capital was equal to or greater than the Minimum Net Working Capital Target but less than or equal to the Maximum Net Working Capital Target, then the Aggregate Purchase Price shall be reduced by an amount by which the Minimum Net Working Capital Target exceeds the final Net Working Capital.
(iii) If the Net Working Capital as finally determined in accordance with Section 2.4 exceeds the Maximum Net Working Capital Target, and:
(1) if there was an Estimated Net Working Capital Surplus, then (A) if the final Net Working Capital exceeds the Estimated Net Working Capital, the Aggregate Purchase Price shall be increased by ...
Adjustment After Closing. Any revenue or expense which cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amounts and shall be the subject of a final proration as soon thereafter as the precise amounts can be ascertained but in no event later than one hundred and eighty (180) days after the Closing. A statement setting forth such agreed proration shall be delivered to the Escrow Holder, provided Escrow Holder shall not be required to calculate any prorations. Seller and Buyer shall each cooperate with the other diligently and promptly to correct any errors in computations or estimates under this Section 7.8 and shall promptly pay to the party entitled thereto any refund, credit or other payment necessary to comply with this Section 7.8. This Section 7.8 shall survive the Closing. Either party owing the other party a sum of money based on adjustments made to prorations after the Closing shall promptly pay that sum to the other party, together with interest thereon at the rate of ten percent (10%) per annum from the date of demand of payment to the date of payment if payment is not made within ten (10) days after demand therefor.
