Common use of Adjustment of Closing Cash Payment Clause in Contracts

Adjustment of Closing Cash Payment. (a) Prior to the Closing Date, the Domestic Seller Companies have prepared and delivered to Buyer (i) an estimated balance sheet of the Seller Companies, taken as a whole, as of the close of business on the day immediately prior to the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Buyer (the "Estimated Closing Date Balance Sheet") and (ii) a calculation and statement of their estimated Net Working Capital as of the close of business on the day immediately prior to the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "Estimated Statement"). The Domestic Seller Companies prepared the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were determined in accordance with Buyer's GAAP subject to Buyer's good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "Estimated Net Working Capital") is less than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the "Holdback Amount") shall be held back by Buyer until such time as the Net Working Capital is finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.08.

Adjustment of Closing Cash Payment. (a) Prior No more than three business days prior to the Closing Date, the Domestic Seller Companies have prepared will prepare and delivered deliver to Buyer (i) an estimated balance sheet of the Seller Companies, taken as a whole, Companies as of the close of business on the day immediately prior to the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Buyer (the "“Estimated Closing Date Balance Sheet"”) and (ii) a calculation and statement of their the estimated Net Working Capital as of the close of business on the day immediately prior to the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "“Estimated Statement"”). The Domestic Seller Companies prepared will prepare the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were shall be determined in accordance with Buyer's GAAP consistently applied by Seller, subject to Buyer's ’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "“Estimated Net Working Capital"”) is less than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided provided, that such amount (the "“Holdback Amount"”) shall be held back by Buyer until such time as the Net Working Capital is finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.082.06(b) below.

Adjustment of Closing Cash Payment. (a) Prior to the Closing Date, the Domestic Seller Companies have has prepared and delivered to Buyer (i) an estimated balance sheet of the Seller Companies, taken as a whole, as of the close of business on the day immediately prior to the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Buyer (the "Estimated Closing Date Balance Sheet") and (ii) a calculation and statement of their its estimated Net Working Capital as of the close of business on the day immediately prior to the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "Estimated Statement"). The Domestic Seller Companies prepared the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were determined in accordance with Buyer's GAAP subject to Buyer's good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "Estimated Net Working Capital") is less than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the "Holdback Amount") shall be held back by Buyer until such time as the Net Working Capital is finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.08.

Adjustment of Closing Cash Payment. (a) Prior to the Closing Date, the Domestic Seller Companies have has prepared and delivered to Buyer (i) an estimated balance sheet of the Seller Companies, taken as a whole, as of the close of business on the day immediately prior to the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Buyer (the "“Estimated Closing Date Balance Sheet"”) and (ii) a calculation and statement of their its estimated Net Working Capital as of the close of business on the day immediately prior to the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "“Estimated Statement"”). The Domestic Seller Companies prepared the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were determined in accordance with Buyer's GAAP consistently applied by Seller, subject to Buyer's ’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "“Estimated Net Working Capital"”) is less than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the "“Holdback Amount"”) shall be held back by Buyer until such time as the Net Working Capital is finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.082.06 below.