Adjustment at Closing Sample Clauses
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. The following prorations and adjustments as of the Closing Date shall be made at the Closing and, as the case may be, deducted from or added to the amount Purchaser is required to pay at the Closing under Paragraph 3.b above: a. Taxes Ad valorem taxes for the year of Closing shall be prorated and assumed by Purchaser as of the Closing Date. Seller shall pay any documentary stamps, transfer taxes, and the like which may be assessed in connection with the recordation of the Deed, b. Rent and Operating Expenses. All base rent and additional rent paid or owing by Tenant under the Lease (“Rent”) shall be prorated based on the actual number of days in the month of Closing irrespective of whether the Rent owing for the month of Closing has been paid by Tenant. With respect to “Expenses” (as defined in the Lease) for which Tenant is anticipated to commence contributing as of June 1, 2013, Seller shall not collect any such Expenses from Tenant prior to Closing; rather, the Parties shall use their commercially- reasonable efforts prior to Closing to estimate “Tenant’s Pro Rata Share” (as defined in the Lease) of the Expenses for which Tenant is to contribute on a monthly basis, and Seller shall receive a credit in the amount equal to the Parties’ estimate of Tenant’s Pro Rate Share of the Expenses for the period commencing June 1, 2013 and ending at Closing. Thereafter, Purchaser shall be solely responsible for invoicing and collecting any Expenses from Tenant.
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. 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.
Adjustment at Closing. On the Closing Date, TransWestern shall acquire the Pre-Paid Direct Costs from Seller by offsetting the aggregate amount of the Pre-Paid Direct Costs against the aggregate amount of the Advance Payments included in the Purchased Assets. At least three (3) but no more than ten (10) business days prior to the Closing Date, Seller shall deliver to TransWestern a statement setting forth Seller's estimate as of the Closing of the aggregate Advance Payments included in the Purchased Assets and of the Pre-Paid Direct Costs. TransWestern shall have the opportunity to review such statement and raise questions or objections regarding the estimates set forth therein and Seller shall deliver to TransWestern all documentation requested by TransWestern or used by Seller in calculating such estimates. The Parties shall use their respective best efforts to agree on the aggregate amount of such Advance Payments to be included in the Purchased Assets (the "Estimated Advance Payments") and the amount of Pre-Paid Direct Costs ("Estimated Pre- Paid Direct Costs") as of the Closing Date, which agreement shall be reflected on the Pro Forma. If the aggregate amount of the Estimated Advance Payments exceeds the Estimated Pre-Paid Direct Costs, the Base Purchase Price shall be reduced dollar-for-dollar by the amount of such excess. If the Estimated Pre- Paid Direct Costs exceeds the aggregate amount of such Estimated Advance Payments, the Base Purchase Price shall be increased dollar-by-dollar by the amount of such difference.
Adjustment at Closing. Not later than two (2) business days prior to the Closing Date, Platinum and Black Box shall agree in good faith as to an estimate of the Equity Book Value as of the Closing Date. To the extent that the estimated Equity Book Value as of the Closing Date is greater than zero, the payment to be made by Black Box, on behalf of Purchaser, at Closing pursuant to Section 3.3(a) shall be increased by the amount by which the estimated Equity Book Value as of the Closing Date is greater than zero. To the extent that the estimated Equity Book Value as of the Closing Date is less than zero, the payment to be made by Black Box, on behalf of Purchaser, at Closing pursuant to Section 3.3(a) shall be decreased by the amount by which the estimated Equity Book Value as of the Closing Date is less than zero.
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. Seller shall prepare with the participation and consultation of Buyer and deliver to Buyer not less than ten
Adjustment at Closing. Not later than three business days prior to the Closing, Seller shall deliver to Buyer a statement of the consolidated tangible net worth of the Company and its subsidiaries, adjusted by the accounting adjustments set forth in Section 1.4(a) of the disclosure schedule delivered by Seller to Buyer on or prior to the date hereof (the "Disclosure Schedule") (the "Company Business Net Worth") estimated as of the close of business on the Closing Date (the "Estimated Net Worth"), determined on a basis consistent with that used for the December 31, 1997 Statement of Company Business Net Worth (as hereinafter defined), accompanied by a certificate of the Chief Financial Officer of Seller to the effect that such estimate represents a good faith estimate of the Estimated Net Worth in accordance with this Agreement. At the Closing, (i) if the Estimated Net Worth exceeds the Company Business Net Worth as of December 31, 1997, the Purchase Price shall be increased by the amount of such excess and (ii) if the Estimated Net Worth is less than the Company Business Net Worth as of December 31, 1997, the Purchase Price shall be decreased by the amount of such deficit; provided that the amount to be paid by Buyer at the Closing shall not exceed $105,000,000.