Adjustments to Working Capital. (a) In determining the Purchase Price to be paid to Lee xx Liberty for the Acquired Assets, the parties have assumed the Net Working Capital would be zero, accordingly, the Purchase Price shall be subject to adjustment as specified in this Section 2.5. In accordance with this Section 2.5, if the Net Working Capital is greater than zero, Liberty shall pay to Lee xxx amount, if any, by which the Net Working Capital exceeds zero, and if the Net Working Capital is less than zero, Lee xxxll pay to Liberty the amount, if any, by which zero exceeds the Net Working Capital. The payments to be made pursuant to this Section 2.5 shall be made by wire transfer of immediately available funds to an account designated by Lee xx Liberty, as the case may be, as the party entitled to receive such payment hereunder on the date any such payment shall be delivered hereunder. (b) At least five days prior to the Closing, Lee xxxll deliver to Liberty its good faith written determination of the Net Working Capital, which determination shall be made based upon the most recent balance sheets of the Newspapers available prior to the Closing (with any adjustments thereto agreed to by Liberty prior to the Closing, the "Estimated Net Working Capital"); provided, however, if Lee xxx Liberty do not agree upon the Estimated Net Working Capital prior to the Closing, the Closing shall not be delayed and the Estimated Net Working Capital shall be deemed to be an amount equal to zero. Lee xxxll make available to Liberty, during normal business hours and on reasonable notice, all work papers and other books and records utilized in preparing the Estimated Net Working Capital, and will make available to Liberty during normal business hours and on reasonable notice, the appropriate personnel involved in the preparation of such determinations. At the Closing, Liberty shall pay to Lee xxx amount, if any, by which the Estimated Net Working Capital exceeds zero, or Lee xxxll pay to Liberty the amount, if any, by which zero exceeds the Estimated Net Working Capital. (c) On or prior to the ninetieth (90th) day following the Closing, Liberty shall notify Lee xx writing (the "Determination Notice") of its determination of the final Net Working Capital, which determination shall set forth in reasonable detail the basis for such determination. Each of Lee xxx Liberty will provide the other party and their respective representatives with access during normal business hours to its personnel, books and records to assist it in the preparation of its, and review of the other party's determination of the final Net Working Capital. If Liberty utilizes the services of independent, certified public accountants in connection with the Determination Notice, then Liberty shall cause such firm of independent certified public accountants to (y) deliver to Lee, xxl workpapers and other books and records utilized by such firm of independent certified public accountants in preparing, or assisting Liberty in preparing the Determination Notice and (z) make available to Lee xxxing normal business hours and on reasonable notice, the appropriate personnel involved in the preparation of such determinations. Lee xxxll notify Liberty in writing (the "Dispute Notice") within thirty (30) days after receiving the Determination Notice, if Lee xxxagrees with Liberty's calculation of the final Net Working Capital which notice shall set forth in reasonable detail the basis for such dispute and the dollar amounts involved and Lee'x xxxd faith estimate of the final Net Working Capital. If no Dispute Notice is given by Lee xxxing such thirty (30) day period, then Liberty's determination of the final Net Working Capital set forth in the applicable Determination Notice shall be final and binding upon the parties. (d) Upon receipt of a Dispute Notice, Lee xxx Liberty shall negotiate in good faith to resolve any disagreement with respect to the final Net Working Capital. To the extent Lee xxx Liberty are unable to agree with respect to the final Net Working Capital within thirty (30) days after either party notifies the other of a disagreement with respect thereto, Lee xxx Liberty shall select a mutually acceptable national accounting firm with no material relationship to Lee xx Liberty or their Affiliates, and submit their dispute to such accounting firm for a binding resolution. The cost of such accounting firm shall be paid one half by Liberty and one half by Lee. (e) Upon the final determination of the Net Working Capital, if any, in accordance herewith, Liberty or Lee, xx the case may be, will make the appropriate payment to the other party within two (2) business days of such final determination. (f) Within two (2) business days of the final determination required in (e) above, Liberty will pay Lee xx wire transfer the amount of the outstanding balance of the Lee Computer Purchase Agreements for any Transferred Employee. Upon receipt of such payment, Lee xxxll provide Liberty within two (2) business days thereof an executed assignment of the Lee Xxxloyee Computer Purchase Agreements for Transferred Employees and related accounts receivable in a mutually agreeable form. (g) In making the adjustments pursuant to this Section 2.5, all prepaid expenses, to the extent included in the Acquired Assets and accrued expenses, including real property, personal property and payroll Taxes, to the extent included in the Assumed Liabilities, of the Newspapers which are properly included in the determination of Net Working Capital shall, except as otherwise expressly provided herein, be adjusted and allocated among Lee xxx Liberty to reflect the principle that all expenses arising from the operation of the Newspapers before the opening of business on the Closing Date shall be for the account of Lee xxx after the opening of business on the Closing Date shall be for the account of Liberty. (h) For purposes of determination of Net Working Capital (i) only those accounts receivable actually collected on or prior to the 90th day following the Closing Date shall be included and any accounts receivable not so collected will be assigned to Lee xx the 91st day following the Closing Date and (ii) notwithstanding anything herein to the contrary, for purposes of application of the foregoing, unless otherwise designated by the account debtor based upon a dispute, all payments made by an account debtor with respect to accounts receivable outstanding as of the Closing shall be applied in payment of the oldest outstanding account receivable with respect to said account debtor as of the Closing. Lee xxxll not take any action to induce an account debtor to designate the application of any accounts receivable payable by such account debtor.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Liberty Group Operating Inc), Asset Purchase Agreement (Liberty Group Publishing Inc)
Adjustments to Working Capital. (a) In determining the Purchase Price to be paid to Lee xx Liberty for the Acquired Assets, the parties have assumed the Net Working Capital would be zero, accordingly, the Purchase Price shall be subject to adjustment as specified in this Section 2.5. In accordance with this Section 2.5, if the Net Working Capital is greater than zero, Liberty Triple Sub shall pay to Lee xxx Holdings the amount, if any, by which the Holdings Net Working Capital exceeds zero, and if the Triple Sub Net Working Capital is less than zero, Lee xxxll or Holdings shall pay to Liberty Triple Sub the amount, if any, by which zero the Triple Sub Net Working Capital exceeds the Holdings Net Working Capital. The payments to be made pursuant to this Section 2.5 shall be made by wire transfer of immediately available funds to an account designated by Lee xx Liberty, as the case may be, as the party entitled to receive such payment hereunder on payment, such designation to be made no later than two business days prior to the date of any such payment shall be delivered hereunderpayment.
(b) At least five days prior to the Closing, Lee xxxll (i) Triple Sub shall deliver to Liberty Holdings its good faith written determination of the Triple Sub Net Working Capital, which determination shall be made based upon the most recent balance sheets of the Triple Newspapers available prior to the Closing (with any adjustment thereto agreed to by Triple Sub prior to the Closing, the “Triple Sub Estimated Net Working Capital”), and (ii) Holdings shall deliver to Triple Sub its good faith written determination of the Holdings Net Working Capital, which determination shall be made based upon the most recent balance sheets of the Holdings Newspapers available prior to the Closing (with any adjustments thereto agreed to by Liberty Holdings prior to the Closing, the "“Holdings Estimated Net Working Capital"”); provided, however, if Lee xxx Liberty Holdings and Triple Sub do not agree upon the Holdings Estimated Net Working Capital and the Triple Sub Estimated Net Working Capital prior to the ClosingClosing Date, the Closing shall not be delayed and the Holdings Estimated Net Working Capital and the Triple Sub Estimated Net Working Capital shall each be deemed to be an amount equal to zerozero unless Holdings and Triple Sub shall otherwise agree. Lee xxxll Triple Sub shall make available to LibertyHoldings and Holdings shall make available to Triple Sub, in each case during normal business hours and on reasonable notice, all work papers workpapers and other books and records utilized in preparing the Triple Sub Estimated Net Working CapitalCapital or Holdings Estimated Net Working Capital , as the case may be, and will make available to Liberty each other, in each case during normal business hours and on reasonable notice, the appropriate personnel involved in the preparation of such determinations. At the Closing, Liberty Triple Sub shall pay to Lee xxx Holdings the amount, if any, by which the Holdings Estimated Net Working Capital exceeds zero, the Triple Sub Estimated Net Working Capital or Lee xxxll Holdings shall pay to Liberty Triple Sub the amount, if any, by which zero the Triple Sub Estimated Net Working Capital exceeds the Holdings Estimated Net Working Capital.
(c) On or prior to the ninetieth (90th) day following the ClosingClosing Date, Liberty (i) Holdings shall notify Lee xx Triple Sub in writing (the "“Holdings Determination Notice"”) of its determination of the final Triple Sub Net Working Capital, and (ii) Triple Sub shall notify Holdings in writing (the “Triple Sub Determination Notice”) of its determination of the final Holdings Net Working Capital, each of which determination determinations shall set forth in reasonable detail the basis for such determinationdeterminations. Each of Lee xxx Liberty Holdings and Triple Sub will provide the other party or parties and their respective representatives with access during normal business hours to its personnel, books and records to assist it the other party in the preparation of its, and review of the other party's ’s, determination of the final Triple Sub Net Working Capital or Holdings Net Working Capital, as the case may be. If Liberty Triple Sub or Holdings utilizes the services of independent, its respective firm of independent certified public accountants in connection with the Triple Sub Determination Notice or the Holdings Determination Notice, as the case may be, then Liberty Triple Sub or Holdings, as applicable, shall each cause such firm of independent certified public accountants to (y) deliver to LeeHoldings or Triple Sub, xxl as the case may be, all workpapers and other books and records utilized by such firm of independent certified public accountants in preparing, or assisting Liberty in preparing Triple Sub or Holdings, as the case may be, to prepare the Triple Sub Determination Notice or Holdings Determination Notice, as the case may be, and (z) make available to Lee xxxing Holdings or Triple Sub, as the case may be, in each case during normal business hours and on reasonable notice, the appropriate personnel involved in the preparation of such determinations. Lee xxxll Triple Sub shall notify Liberty Holdings in writing (the "“Triple Sub Dispute Notice"”) and Holdings shall notify Triple Sub in writing (the “Holdings Dispute Notice”) within thirty (30) days after receiving the Holdings Determination Notice or the Triple Sub Determination Notice, as the case may be, if Lee xxxagrees Triple Sub or Holdings disagrees with Liberty's the other party’s calculation of the final Triple Sub Net Working Capital or Holdings Net Working Capital, as the case may be, which notice shall set forth in reasonable detail the basis for such dispute and the dollar amounts involved and Lee'x xxxd such objecting party’s good faith estimate of the final Triple Sub Net Working Capital or Holdings Net Working Capital, as the case may be. If no Triple Sub Dispute Notice or Holdings Dispute Notice is given received or given, by Lee xxxing Holdings or Triple Sub, as the case may be, within such thirty (30) day period, then Liberty's Holdings’ or Triple Sub’s determination of the final Triple Sub Net Working Capital or Holdings Net Working Capital, as the case may be, set forth in the applicable Determination Notice shall be final and binding upon the parties.
(d) Upon receipt of a Triple Sub Dispute Notice or a Holdings Dispute Notice, Lee xxx Liberty Holdings and Triple Sub shall negotiate in good faith to resolve any disagreement with respect to the final Triple Sub Net Working Capital and/or Holdings Net Working Capital, as the case may be. To the extent Lee xxx Liberty Holdings and Triple Sub are unable to agree with respect to the final Triple Sub Net Working Capital and/or Holdings Net Working Capital within thirty (30) days after either party notifies the other of a disagreement with respect thereto, Lee xxx Liberty Holdings and Triple Sub shall select a mutually acceptable national accounting firm with no material relationship to Lee xx Liberty Holdings or Triple Sub or their Affiliates, and submit their dispute to such accounting firm for a binding resolution. The cost of such accounting firm shall be paid one half by Liberty Triple Sub and one half by LeeHoldings.
(e) Upon the final determination of both the Triple Sub Net Working Capital, if any, Capital and Holdings Net Working Capital in accordance herewith, Liberty Triple Sub or LeeHoldings, xx as the case may be, will make the appropriate payment to the other party Person within two (2) business days of such final determination.
(f) Within two (2) business days of the final determination required in (e) above, Liberty will pay Lee xx wire transfer the amount of the outstanding balance of the Lee Computer Purchase Agreements for any Transferred Employee. Upon receipt of such payment, Lee xxxll provide Liberty within two (2) business days thereof an executed assignment of the Lee Xxxloyee Computer Purchase Agreements for Transferred Employees and related accounts receivable in a mutually agreeable form.
(g) In making the adjustments pursuant to this Section 2.5, all prepaid expenses, to the extent included in the Holdings Acquired Assets or the Triple Sub Acquired Assets, and accrued expenses, including real property, personal property and payroll Taxes, to the extent included in the Holdings Assumed Liabilities, or the Triple Sub Assumed Liabilities, of the Holdings Newspapers or the Triple Newspapers which are properly included in the determination of Holdings Net Working Capital or Triple Sub Net Working Capital shall, except as otherwise expressly provided herein, be adjusted and allocated among Lee xxx Liberty Holdings and Triple Sub to reflect the principle that all expenses arising from the operation of the Holdings Newspapers before the opening of business on the Closing Date shall be for and the account of Lee xxx Triple Newspapers from and after the opening of business on the Closing Date shall be for the account of LibertyHoldings, and all expenses arising from the operation of the Triple Newspapers before the opening of business on the Closing Date and the Holdings Newspapers from and after the opening of business on the Closing Date shall be for the account of Triple Sub.
(hg) For purposes of determination of Net Working Capital for both Holdings and Triple Sub, (i) only those accounts receivable actually collected on or prior to the 90th day following the Closing Date shall be included and any accounts receivable not so collected will be assigned to Lee xx the original transferring party on the 91st day following the Closing Date and (ii) notwithstanding anything herein to the contrary, for purposes of application of the foregoing, unless otherwise designated by the account debtor based upon a dispute, all payments made by an account debtor with respect to accounts receivable outstanding as of the Closing shall be applied in payment of the oldest outstanding account receivable with respect to said account debtor as of the Closing. Lee xxxll not take any action to induce an account debtor to designate the application of any accounts receivable payable by such account debtor.
Appears in 1 contract
Samples: Asset Exchange Agreement (Triple Crown Media, Inc.)
Adjustments to Working Capital. (a) In determining the Purchase Price to be paid to Lee xx Liberty for the Acquired Assets, the parties have assumed the Net Working Capital would be zero, accordingly, the Purchase Price shall be subject to adjustment as specified in this Section 2.5. In accordance with this Section 2.5, if the Net Working Capital is greater than zero, Liberty Sub shall pay to Lee xxx Holdings the amount, if any, by which the Holdings Net Working Capital exceeds zero, and if the Liberty Sub Net Working Capital is less than zero, Lee xxxll or Holdings shall pay to Liberty Sub the amount, if any, by which zero the Liberty Sub Net Working Capital exceeds the Holdings Net Working Capital. The payments to be made pursuant to this Section 2.5 shall be made by wire transfer of immediately available funds to an account designated by Lee xx Liberty, as the case may be, as the party entitled to receive such payment hereunder on no later than two business days prior to the date of any such payment shall be delivered hereunderpayment.
(b) At least five days prior to the Closing, Lee xxxll (i) Liberty Sub shall deliver to Liberty Holdings its good faith written determination of the Liberty Sub Net Working Capital, which determination shall be made based upon the most recent balance sheets of the Liberty Newspapers available prior to the Closing (with any adjustment thereto agreed to by Liberty Sub prior to the Closing, the "Liberty Sub Estimated Net Working Capital"), and (ii) Holdings shall deliver to Liberty Sub its good faith written determination of the Holdings Net Working Capital, which determination shall be made based upon the most recent balance sheets of the Holdings Newspapers available prior to the Closing (with any adjustments thereto agreed to by Liberty Holdings prior to the Closing, the "Holdings Estimated Net Working Capital"); provided, however, if Lee xxx Holdings and Liberty Sub do not agree upon the Holdings Estimated Net Working Capital and the Liberty Sub Estimated Net Working Capital prior to the ClosingClosing Date, the Closing shall not be delayed and the Holdings Estimated Net Working Capital and the Liberty Sub Estimated Net Working Capital shall each be deemed to be an amount equal to zerozero unless Holdings and Liberty Sub shall otherwise agree. Lee xxxll Liberty Sub shall make available to LibertyHoldings and Holdings shall make available to Liberty Sub, in each case during normal business hours and on reasonable notice, all work papers workpapers and other books and records utilized in preparing the Liberty Sub Estimated Net Working CapitalCapital or Holdings Estimated Net Working Capital , as the case may be, and will make available to Liberty each other, in each case during normal business hours and on reasonable notice, the appropriate personnel involved in the preparation of such determinations. At the Closing, Liberty Sub shall pay to Lee xxx Holdings the amount, if any, by which the Holdings Estimated Net Working Capital exceeds zero, the Liberty Sub Estimated Net Working Capital or Lee xxxll Holdings shall pay to Liberty Sub the amount, if any, by which zero the Liberty Sub Estimated Net Working Capital exceeds the Holdings Estimated Net Working Capital.
(c) On or prior to the ninetieth (90th) day following the ClosingClosing Date, Liberty (i) Holdings shall notify Lee xx Liberty Sub in writing (the "Holdings Determination Notice") of its determination of the final Liberty Sub Net Working Capital, and (ii) Liberty Sub shall notify Holdings in writing (the "Liberty Sub Determination Notice") of its determination of the final Holdings Net Working Capital, each of which determination determinations shall set forth in reasonable detail the basis for such determinationdeterminations. Each of Lee xxx Holdings and Liberty Sub will provide the other party or parties and their respective representatives with access during normal business hours to its personnel, books and records to assist it the other party in the preparation of its, and review of the other party's 's, determination of the final Liberty Sub Net Working Capital or Holdings Net Working Capital, as the case may be. If Liberty Sub or Holdings utilizes the services of independent, its respective firm of independent certified public accountants in connection with the Liberty Sub Determination Notice or the Holdings Determination Notice, as the case may be, then Liberty Sub or Holdings, as applicable, shall each cause such firm of independent certified public accountants to (y) deliver to LeeHoldings or Liberty Sub, xxl as the case may be, all workpapers and other books and records utilized by such firm of independent certified public accountants in preparing, or assisting Liberty in preparing Sub or Holdings, as the case may be, to prepare the Liberty Sub Determination Notice or Holdings Determination Notice, as the case may be, and (z) make available to Lee xxxing Holdings or Liberty Sub, as the case may be, in each case during normal business hours and on reasonable notice, the appropriate personnel involved in the preparation of such determinations. Lee xxxll Liberty Sub shall notify Liberty Holdings in writing (the "Liberty Sub Dispute Notice") and Holdings shall notify Liberty Sub in writing (the "Holdings Dispute Notice") within thirty (30) days after receiving the Holdings Determination Notice or the Liberty Sub Determination Notice, as the case may be, if Lee xxxagrees Liberty Sub or Holdings disagrees with Libertythe other party's calculation of the final Liberty Sub Net Working Capital or Holdings Net Working Capital, as the case may be, which notice shall set forth in reasonable detail the basis for such dispute and the dollar amounts involved and Lee'x xxxd such objecting party's good faith estimate of the final Liberty Sub Net Working Capital or Holdings Net Working Capital, as the case may be. If no Liberty Sub Dispute Notice or Holdings Dispute Notice is given received or given, by Lee xxxing Holdings or Liberty Sub, as the case may be, within such thirty (30) day period, then LibertyHoldings' or Liberty Sub's determination of the final Liberty Sub Net Working Capital or Holdings Net Working Capital, as the case may be, set forth in the applicable Determination Notice shall be final and binding upon the parties.
(d) Upon receipt of a Liberty Sub Dispute Notice or a Holdings Dispute Notice, Lee xxx Holdings and Liberty Sub shall negotiate in good faith to resolve any disagreement with respect to the final Liberty Sub Net Working Capital and/or Holdings Net Working Capital, as the case may be. To the extent Lee xxx Holdings and Liberty Sub are unable to agree with respect to the final Liberty Sub Net Working Capital and/or Holdings Net Working Capital within thirty (30) days after either party notifies the other of a disagreement with respect thereto, Lee xxx Holdings and Liberty Sub shall select a mutually acceptable national accounting firm with no material relationship to Lee xx Holdings or Liberty Sub or their Affiliates, and submit their dispute to such accounting firm for a binding resolution. The cost of such accounting firm shall be paid one half by Liberty Sub and one half by LeeHoldings.
(e) Upon the final determination of both the Liberty Sub Net Working Capital, if any, Capital and Holdings Net Working Capital in accordance herewith, Liberty Sub or LeeHoldings, xx as the case may be, will make the appropriate payment to the other party Person within two (2) business days of such final determination.
(f) Within two (2) business days of the final determination required in (e) above, Liberty will pay Lee xx wire transfer the amount of the outstanding balance of the Lee Computer Purchase Agreements for any Transferred Employee. Upon receipt of such payment, Lee xxxll provide Liberty within two (2) business days thereof an executed assignment of the Lee Xxxloyee Computer Purchase Agreements for Transferred Employees and related accounts receivable in a mutually agreeable form.
(g) In making the adjustments pursuant to this Section 2.5, all prepaid expenses, to the extent included in the Holdings Acquired Assets or the Liberty Sub Acquired Assets, and accrued expenses, including real property, personal property and payroll Taxes, to the extent included in the Holdings Assumed Liabilities, or the Liberty Sub Assumed Liabilities, of the Holdings Newspapers or the Liberty Newspapers which are properly included in the determination of Holdings Net Working Capital or Liberty Sub Net Working Capital shall, except as otherwise expressly provided herein, be adjusted and allocated among Lee xxx Holdings and Liberty Sub to reflect the principle that all expenses arising from the operation of the Holdings Newspapers before the opening of business on the Closing Date shall be for and the account of Lee xxx Liberty Newspapers from and after the opening of business on the Closing Date shall be for the account of LibertyHoldings, and all expenses arising from the operation of the Liberty Newspapers before the opening of business on the Closing Date and the Holdings Newspapers from and after the opening of business on the Closing Date shall be for the account of Liberty Sub.
(hg) For purposes of determination of Net Working Capital for both Holdings and Liberty Sub, (i) only those accounts receivable actually collected on or prior to the 90th day following the Closing Date shall be included and any accounts receivable not so collected will be assigned to Lee xx the original transferring party on the 91st day following the Closing Date and (ii) notwithstanding anything herein to the contrary, for purposes of application of the foregoing, unless otherwise designated by the account debtor based upon a dispute, all payments made by an account debtor with respect to accounts receivable outstanding as of the Closing shall be applied in payment of the oldest outstanding account receivable with respect to said account debtor as of the Closing. Lee xxxll not take any action to induce an account debtor to designate the application of any accounts receivable payable by such account debtor.
Appears in 1 contract
Samples: Asset Exchange Agreement (Liberty Group Publishing Inc)
Adjustments to Working Capital. (a) In determining the Purchase Price to be paid to Lee xx Liberty for the Acquired Assets, the parties have assumed the Net Working Capital would be zero, accordingly, the Purchase Price shall be subject to adjustment as specified in this Section 2.5. In accordance with this Section 2.5, if the Net Working Capital is greater than zero, Liberty shall pay to Lee xxx amount, if any, by which the Lee Xxx Working Capital exceeds the Liberty Net Working Capital exceeds zero, and if the Net Working Capital is less than zero, or Lee xxxll pay to Liberty the amount, if any, by which zero the Liberty Net Working Capital exceeds the Net Lee Xxx Working Capital. The payments to be made pursuant to this Section 2.5 shall be made by wire transfer of immediately available funds to an account designated by Lee xx Liberty, as the case may be, as the party entitled to receive such payment hereunder on the date any such payment shall be delivered hereunder.
(b) At least five days prior to the ClosingClosing Date, Lee xxxll (i) Liberty shall deliver to Liberty its Lee xxx good faith written determination of the Liberty Net Working Capital, which determination shall be made based upon the most recent balance sheets of the Liberty Newspapers available prior to the Closing Date (with any adjustment thereto agreed to by Liberty prior to the Closing Date, the "Liberty Estimated Net Working Capital"), and (ii) Lee xxxll deliver to Liberty its good faith written determination of the Lee Xxx Working Capital, which determination shall be made based upon the most recent balance sheets of the Lee Xxxspapers available prior to the Closing Date (with any adjustments thereto agreed to by Liberty prior Lee xxxor to the ClosingClosing Date, the "Estimated Lee Xxximated Net Working Capital"); provided, however, if Lee xxx Liberty do not agree upon the Lee Xxximated Net Working Capital and the Liberty Estimated Net Working Capital prior to the Closing, the Closing shall not be delayed and the Lee Xxximated Net Working Capital and the Liberty Estimated Net Working Capital shall each be deemed to be an amount equal zero unless Lee xxx Liberty shall otherwise agree. Liberty shall make available to zero. Lee xxx Lee xxxll make available to Liberty, in each case during normal business hours and on reasonable notice, all work papers workpapers and other books and records utilized in preparing the Liberty Estimated Net Working Capital or Lee Xxximated Net Working Capital, as the case may be, and will make available to Liberty each other, in each case during normal business hours and on reasonable notice, the appropriate personnel involved in the preparation of such determinations. At the Closing, Liberty shall pay to Lee xxx amount, if any, by which the Lee Xxximated Net Working Capital exceeds the Liberty Estimated Net Working Capital exceeds zero, or Lee xxxll pay to Liberty the amount, if any, by which zero the Liberty Estimated Net Working Capital exceeds the Estimated Lee Xxximated Net Working Capital.
(c) On or prior to the ninetieth (90th) day following the ClosingClosing Date, (i) Lee xxxll notify Liberty in writing (the "Lee Xxxermination Notice") of its determination of the final Liberty Net Working Capital, and (ii) Liberty shall notify Lee xx writing (the "Liberty Determination Notice") of its determination of the final Net Lee Xxx Working Capital, each of which determination determinations shall set forth in reasonable detail the basis for such determinationdeterminations. Each of Lee xxx Liberty will provide the other party or parties and their respective representatives with access during normal business hours to its personnel, books and records to assist it the other party in the preparation of its, and review of the other party's 's, determination of the final Liberty Net Working Capital or Lee Xxx Working Capital, as the case may be. If Liberty utilizes or Lee xxxlizes the services of independent, its respective firm of independent certified public accountants in connection with the Liberty Determination Notice or the Lee Xxxermination Notice, as the case may be, then Liberty or Lee, xx applicable, shall each cause such firm of independent certified public accountants to (y) deliver to LeeLee xx Liberty, xxl as the case may be, all workpapers and other books and records utilized by such firm of independent certified public accountants in preparing, or assisting Liberty in preparing or Lee, xx the case may be, to prepare the Liberty Determination Notice or Lee Xxxermination Notice, as the case may be, and (z) make available to Lee xxxing xx Liberty, as the case may be, in each case during normal business hours and on reasonable notice, the appropriate personnel involved in the preparation of such determinations. Liberty shall notify Lee xxxll xx writing (the "Liberty Dispute Notice") and Lee shall notify Liberty in writing (the "Dispute Lee Xxxpute Notice") within thirty (30) days after receiving the Lee Xxxermination Notice or the Liberty Determination Notice, as the case may be, if Liberty or Lee xxxagrees with Libertythe other party's calculation of the final Liberty Net Working Capital or Lee Xxx Working Capital, as the case may be, which notice shall set forth in reasonable detail the basis for such dispute and the dollar amounts involved and Lee'x xxxd such objecting party's good faith estimate of the final Liberty Net Working Capital or Lee Xxx Working Capital, as the case may be. If no Liberty Dispute Notice or Lee Xxxpute Notice is given received or given, by Lee xxxing xx Liberty, as the case may be, within such thirty (30) day period, then Lee'x xx Liberty's determination of the final Liberty Net Working Capital or Lee Xxx Working Capital, as the case may be, set forth in the applicable Determination Notice shall be final and binding upon the parties.
(d) Upon receipt of a Liberty Dispute Notice or a Lee Xxxpute Notice, Lee xxx Liberty shall negotiate in good faith to resolve any disagreement with respect to the final Liberty Net Working Capital and/or Lee Xxx Working Capital, as the case may be. To the extent Lee xxx Liberty are unable to agree with respect to the final Liberty Net Working Capital and/or Lee Xxx Working Capital within thirty (30) days after either party notifies the other of a disagreement with respect thereto, Lee xxx Liberty shall select a mutually acceptable national accounting firm with no material relationship to Lee xx Liberty or their Affiliates, and submit their dispute to such accounting firm for a binding resolution. The cost of such accounting firm shall be paid one half by Liberty and one half by Lee.
(e) Upon the final determination of both the Liberty Net Working Capital, if any, Capital and Lee Xxx Working Capital in accordance herewith, Liberty or Lee, xx the case may be, will make the appropriate payment to the other party Person within two (2) business days of such final determination.
(f) Within two (2) business days of the final determination required in (e) above, Liberty will pay Lee xx wire transfer the amount of the outstanding balance of the Lee Computer Xxxputer Purchase Agreements for any Transferred Lee Xxxnsferred Employee. Upon receipt of such payment, Lee xxxll provide Liberty within two (2) business days thereof an executed assignment of the Lee Xxxloyee Computer Purchase Agreements for Transferred Lee Xxxnsferred Employees and related accounts receivable in a mutually agreeable form.
(g) In making the adjustments pursuant to this Section 2.5, all prepaid expenses, to the extent included in the Lee Xxxuired Assets or the Liberty Acquired Assets Assets, and accrued expenses, including real property, personal property and payroll Taxes, to the extent included in the Lee Xxxumed Liabilities, or the Liberty Assumed Liabilities, of the Lee Xxxspapers or the Liberty Newspapers which are properly included in the determination of Lee Xxx Working Capital or Liberty Net Working Capital shall, except as otherwise expressly provided herein, be adjusted and allocated among Lee xxx Liberty to reflect the principle that all expenses arising from the operation of the Lee Xxxspapers before the opening of business on the Closing Date and the Liberty Newspapers before from and after the opening of business on the Closing Date shall be for the account of Lee, xxd all expenses arising from the operation of the Liberty Newspapers before the opening of business on the Closing Date and the Lee xxx Newspapers from and after the opening of business on the Closing Date shall be for the account of Liberty.
(h) For purposes of determination of Net Working Capital for both Lee xxx Liberty, (i) only those accounts receivable actually collected on or prior to the 90th day following the Closing Date shall be included and any accounts receivable not so collected will be assigned to Lee xx the original transferring party on the 91st day following the Closing Date and (ii) notwithstanding anything herein to the contrary, for purposes of application of the foregoing, unless otherwise designated by the account debtor based upon a dispute, all payments made by an account debtor with respect to accounts receivable outstanding as of the Closing shall be applied in payment of the oldest outstanding account receivable with respect to said account debtor as of the Closing. Neither Lee xxxll not xxx Liberty shall take any action to induce an account debtor to designate the application of any accounts receivable payable by such account debtor.
Appears in 1 contract
Samples: Asset Exchange Agreement (Liberty Group Operating Inc)
