Adjustment for Net Working Capital Sample Clauses

Adjustment for Net Working Capital. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Pre-Closing Statement”) setting forth the Company’s reasonable best estimate of the amount of Closing Net Working Capital and all components thereof, and a calculation of the Total Consideration based on the foregoing amounts (the amount so calculated being referred to herein as the “Estimated Total Consideration”). The Pre-Closing Statement shall be prepared using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies that were employed in the preparation of the Financials (as defined below), except as set forth on Schedule 1.8(a) and, absent material error in the calculation, including the components, thereof, and after taking into account the reasonable comments of Parent, the Estimated Total Consideration shall form the basis for the payments to be made at Closing pursuant to Section 1.6. For the avoidance of doubt and notwithstanding anything to the contrary herein, the calculation of Closing Net Working Capital shall entirely disregard any and all effects on the working capital of the Company of (x) any Third Party Expenses, (y) Single Trigger Change in Control Payment that is taken into account in the determination of Total Consideration Deductions, and (z) any fees and expenses paid or payable to the Company’s accountants in connection with the preparation of the IPO Financial Statements.
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Adjustment for Net Working Capital. If the Net Working Capital (as defined below) is greater than zero, then the Purchase Price payable under the Purchase Agreement shall be adjusted upward by such amount, and if the Net Working Capital is less than zero, then the Purchase Price payable under the Purchase Agreement shall be adjusted downward by such amount. "Net Working Capital" means the aggregate amount as of the close of business on the day immediately preceding the Closing Date of (i) the sum of all cash and cash equivalents owned by the Company and the Company Subsidiaries (including any customary reserves held by Assumed Loan Lenders for the benefit of the borrowers thereunder (except as otherwise provided in Section 8.3(f) and elsewhere herein) to the extent validly assigned to the USRP Entities at the Closings, but excluding the $3,000,000 of cash reserved with respect to the Woodmoor Merger Agreement Property pursuant to Section 8.2(n) of the Merger Agreement and excluding the amount of the "Excess Cash Reserve" under the mortgage financing on the Cudahy Center Property required as a result of the tenant Pick 'N Save not exercising its extension option under its lease in November 2000, which reserve (or an equitable amount of cash if such mortgage financing does not constitute an Assumed Loan at Closing) shall be transferable to the USRP Entities at Closing at no cost to the USRP Entities), the amount of Adjusted Receivables (as defined below) of the Company and the Company Subsidiaries, and all prepaid expenses of the Company and the Company Subsidiaries (other than (A) prepaid expenses pursuant to Terminated Contracts or any prepaid expenses, including any amounts paid or payable pursuant to Section 7.3 of the Merger Agreement, (B) intercompany prepaid expenses, or (C) any expenses related to, arising out of or incurred in connection with the Transactions, minus (ii) the sum of (A) accounts payable of the Company and Company Subsidiaries (including without limitation, payables to tenants of the Properties), (B) accrued expenses and other accrued current liabilities of the Company and Company Subsidiaries (including, without limitation, accrued current liabilities for Taxes and the aggregate amounts of any dividends declared but not yet paid by the Company or distributions declared but not yet paid by FWOP and current liabilities which result from, arise out of, or are otherwise related to the consummation of the Transactions (including any fees payable to the Brokers and to the at...
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Adjustment for Net Working Capital accountants in its written opinion. Corning or MSI, as the case may be, shall make payment of any sums (if any) required pursuant to the above described written opinion within ten (10) days of receipt of any such opinion. In addition to the foregoing, Corning shall add to any amount otherwise due from it under this Section 5.9 (or subtract from any amount due to it under this Section 5.9), the amount, if any, Corning is required to pay pursuant to that certain letter agreement of even date concerning certain employee payments. At all times in performing the procedures outlined above including without limitation the preparation of the above described statement or the calculations adjustment and described herein the parties shall cooperate in good faith with one another.
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Adjustment for Net Working Capital. (a) Promptly after the Closing, SurModics will prepare an unaudited consolidated balance sheet of Brookwood and its Subsidiaries as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will be prepared in accordance with GAAP and in a manner consistent with the Most Recent Balance Sheet.
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Adjustment for Net Working Capital. (a) On the Completion Date the Vendors or Catuity will notify the Purchaser of the Estimated Completion Net Working Capital of the Company.
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Adjustment for Net Working Capital. (a) Promptly after the Closing, SurModics will prepare an unaudited consolidated balance sheet of NorMedix as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will be prepared in accordance with the methodology used to calculate Target Working Capital as set forth on Exhibit A.
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Adjustment for Net Working Capital. If the Net Working Capital (as defined below) is greater than zero, then the Purchase Price payable under the Purchase Agreement shall be adjusted upward by such amount, and if the Net Working Capital is less than zero, then the Purchase Price payable under the Purchase Agreement shall be adjusted downward by such amount. "Net Working Capital" means the aggregate amount as of the close of business on the day immediately preceding the Closing Date of (i) the sum of all cash and 34 42
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Adjustment for Net Working Capital. (a) Promptly after the Closing, SurModics will prepare an unaudited consolidated balance sheet of Xxxxxx and its Subsidiaries as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will be prepared in accordance with Irish GAAP and in a manner consistent with the Most Recent Balance Sheet.
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Related to Adjustment for Net Working Capital

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

  • 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 Purchaser shall jointly instruct the Neutral Accountant to resolve any unresolved objections within 30 days after referral of the matter to them, and the determination by the Neutral Accountant of the Closing Date Working Capital, shall be conclusive and binding on the Purchaser and Shareholders absent fraud or manifest error. During the 30-day period following the Objection Notice, Shareholders and Purchaser shall each have access to the other party's working papers and similar materials prepared in connection with the Closing Date Balance Sheet and the Objection Notice, as the case may be.

  • Minimum Working Capital The Borrower shall maintain at all times Working Capital (which shall mean Current Assets less Current Liabilities) of at least $500,000.

  • Working Capital Upon consummation of the Offering, it is intended that approximately $1,000,000 of the Offering proceeds will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.

  • Adjustment for Tax Purposes The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 4.6, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

  • Adjustment for Reclassification, Exchange and Substitution If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

  • Determination of Net Asset Value The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of regular trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

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