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.
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Samples: Stock Purchase Agreement, Stock Purchase Agreement (Rentech Inc /Co/)
Adjustment at Closing. In accordance with Section 1.03On or before the second Business Day prior to the Closing Date, Sellers’ Representative the Company shall deliver to Buyer the Estimated an estimated Closing Balance Sheet Sheet, which fairly estimates and presents the financial position of the Company as at the close of business on the day prior to the Closing Date, as well as a good faith calculation of the Estimated Net Working Capital based upon the Estimated Closing Balance Sheet, the Estimated Closing Date Indebtedness Cash 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 certified by the Chief Executive Officer of the Company solely in his capacity as an officer of the Company and not in his individual capacity. The amount, if any, by which the Estimated Net Working Capital exceeds the Base-Line Maximum Net Working CapitalCapital Target is referred to herein as the “Estimated Net Working Capital Surplus.” The amount, if any, by which the Estimated Net Working Capital is less than the Minimum Net Working Capital Target is referred to herein as the “Estimated Net Working Capital Deficiency.” At the Closing, the Aggregate Purchase Price shall be (i) reduced by the amount, if any, of the Estimated Net Working Capital Deficiency, (ii) increased by the amount, if any, of the Estimated Net Working Capital Surplus, and (iii) decreased or increased, as applicable, by the amount of the Estimated Closing Cash, provided, however, that solely for purposes of the adjustment described in this clause (iii), the amount, if any, by which the Aggregate Purchase Price shall be increased at Closing in respect of the Estimated Closing Cash shall not exceed $500,000. The aggregate reduction in and or addition to the Initial Aggregate Purchase Price referred to in the preceding sentence are hereafter collectively referred to as the “Closing Reduction” and “Closing Addition,” ”, respectively.
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Samples: Stock Purchase Agreement (Compass Diversified Holdings)
Adjustment at Closing. In accordance with Section 1.03At least three (3) Business Days prior to the Closing Date, Sellers’ Representative the Company shall deliver to Buyer the Purchaser an estimated Closing Balance Sheet (the “Estimated Closing Balance Sheet Sheet”), and a good faith calculation of the Estimated Net Working Capital based upon on the Estimated Closing Balance Sheet, the Estimated Closing Date Indebtedness Indebtedness, the Estimated Transaction Expenses and the Estimated Transaction ExpensesCash 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 same accounting methods, practices, principles, policies and procedures (with consistent classifications, judgments and valuations and estimation methodologies) that were used in the preparation of the Company Accounting PrinciplesAudited Balance Sheet and the Company Audited Financial Statements; 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 . 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 the Purchaser and the Estimated Closing Balance Sheet shall be modified accordingly to reflect any revisions agreed upon by Buyer the Purchaser and Sellers’ Representativethe Company. At the Closing, as provided in Section 1.023.1, the Initial Purchase Price Payment shall be determined in part by (i) reducing it reduced by the amount, if any, by which the Base-Line Net Target Working Capital exceeds the Estimated Net Working Capital, or (ii) increasing it increased by the amount, if any, by which the Estimated Net Working Capital exceeds the Base-Line Net Target Working Capital. The reduction in and addition to the Initial Purchase Price Payment referred to in the preceding sentence are hereafter collectively referred to as the “Closing Reduction” and “Closing Addition,” respectively. In addition, as provided in Section 3.1, the Initial Payment shall be calculated using the Estimated Closing Date Indebtedness, the Estimated Transaction Expenses and the Estimated Cash and Cash Equivalents delivered by the Company pursuant to this Section 3.8(a).
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