Calculation of Working Capital Adjustment Sample Clauses

Calculation of Working Capital Adjustment. Upon final determination of the Closing Balance Sheet and the Final Working Capital in accordance with this Article 2, the following amounts (the “Working Capital Adjustment”) will be payable:
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Calculation of Working Capital Adjustment. If Closing Net Working Capital as finally determined in accordance with the provisions of this Section 3.7 is less than the Working Capital Estimate (any such amount, the “Working Capital Adjustment”), Parent and the Stockholder Representative shall promptly issue joint instructions to the Escrow Agent to pay to Parent out of the Escrowed Funds an amount equal to the Working Capital Adjustment.
Sample 1
Calculation of Working Capital Adjustment. In accordance with the provisions of this Section 2.3.1, Purchaser and the Stockholder agree that to the extent that the Closing Working Capital exceeds $4,550,000, Purchaser shall pay to the Stockholder such excess (the "Excess Amount"), and to the extent that the Closing Working Capital is less than $2,650,000, the Stockholder shall pay to Purchaser such shortfall (the "Deficiency Amount"). For purposes of this Agreement, Closing Working Capital shall mean the difference between the Company's current assets and current liabilities, as derived from the balance sheet of the Company as of the close of the business on the last business day immediately preceding the Closing Date (the "Closing Balance Sheet"). The parties agree that the Closing Balance Sheet shall reflect the current assets and current liabilities required to be included therein by, and in accordance with, GAAP, except for the absence of notes and, subject to the following: (i) the balance in the Company's current deferred tax asset account shall be deemed to be $221,000, (ii) the balance in the Company's current deferred tax liability account shall be deemed to be $0, (iii) the balance in the Company's income tax receivable asset account shall be deemed to be $139,425, (iv) the balance in the Company's income tax payable account shall be deemed to be $0, (v) no items of accounts payable or current accrued liabilities shall be classified as long-term liabilities of the Company and (vi) the Company's liability for severance and "pay to stay" bonuses shall be the amount calculated as the severance and "pay to stay" bonuses in respect of the individuals named in accordance with Paragraph 11 of Schedule 4.27.1 (including the employer's share of applicable payroll-related Taxes) that would be payable to all eligible employees of the Company assuming that such employees are terminated prior to May 1, 1998 (as shown on Schedule 4.27.1)
Sample 1
Calculation of Working Capital Adjustment. The adjustment, if any, required to be made to the Purchase Price pursuant to this SECTION 2.4 is referred to as the "WORKING CAPITAL ADJUSTMENT," and shall be made in accordance with the following provisions of this SECTION 2.4.
Sample 1
Calculation of Working Capital Adjustment. Current Assets $ Less Cash ( ) Less deferred tax assets ( ) Less any Transaction Tax Benefits ( ) Plus all pending tax refunds applied for and previous year over-payments applied to 2005 by Company or any Subsidiary ( ) Plus any tax payments made in 2005 in respect of 2005 taxes Total Working Capital Assets $ Current Liabilities (adjusted)(1) $ Less current portion of Indebtedness for borrowed money and accrued interest thereon ( ) Less a liability reserve for taxes of $1,100,000 (1,100,000 ) Less reserves for deferred Taxes(2) ( ) Plus Transaction Expenses (to the extent not paid) Plus special bonus or noncompetition payments owing to employees (to the extent not paid) Plus regular bonus and commission amounts for employees prorated through the Closing Date (to the extent not paid) Plus all paid time off through the Closing Date (to the extent not paid) Total Working Capital Liabilities $ Working Capital Assets $ Less Working Capital Liabilities ( ) Working Capital
Sample 1
Calculation of Working Capital Adjustment. In the event that the Final Amount exceeds the Working Capital Reference Amount, the Working Capital Adjustment will be an amount equal to such excess, which amount shall be due from the Buyer to the Seller. In the event that the Final Amount is less than the Working Capital Reference Amount, the Working Capital Adjustment will be an amount equal to the amount by which the Working Capital Reference Amount exceeds the Final Amount, which amount shall be due from the Seller to the Buyer, provided that if the Closing Current Liabilities exceed the sum of the Closing Current Assets, the Working Capital Adjustment will be an amount equal to the sum of (x) the amount by which the Closing Current Liabilities exceed the sum of the Closing Current Assets, and (y) the Working Capital Reference Amount, which amount shall be due from the Seller to the Buyer. All amounts due under this Section 2.8(d) shall be paid pursuant to Section 2.10.
Sample 1
Calculation of Working Capital Adjustment. The Purchase Price shall be increased or decreased on a dollar for dollar basis by the amount by which the Closing Date Working Capital is greater or less than “nil”. If the Closing Date Working Capital is greater than “nil”, the Purchasers shall pay the amount of such excess to the Vendors and if the Closing Date Working Capital is less than “nil”, the Vendors shall pay the amount of such shortfall to the Purchasers,
Sample 1
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Related to Calculation of Working Capital Adjustment

  • 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.

  • 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.

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

  • Rental Adjustment The lesser of (i) 2%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

  • Rental Adjustments 6.1 The Basic Annual Rent then in effect (and as previously increased pursuant to this Section 6.1) shall be increased each year by three percent (3%) on each annual anniversary of the Term Commencement Date for so long as this Lease continues in effect.

  • 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.

  • Mechanical Adjustments The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows:

  • Final Adjustment As soon as practicable, the Company will prepare and deliver to Centerprise a final calculation of Net Working Capital revised to reflect all collections of AR up to the date 180 days from the Closing Date. Centerprise will review such calculation and any records, work papers and other documents related thereto. Within 10 days of receipt of such calculation, Centerprise will deliver to the Member Representative a written report indicating the amount and nature of any adjustment to the Basic Purchase Consideration determined in accordance with Section 2.2.1 (the "Final Adjustment").

  • Cost of Living Adjustment For each year following the Initial Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as previously provided in the Initial Term, the total fee for all services shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below) or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-84=100), as published by the United States Department of Labor, Bureau of Labor Statistics.

  • Minimum Adjustment The adjustments required by the preceding sections of this Article IV shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases by at least 1% the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Article IV and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Article IV, fractional interests in Common Stock shall be taken into account to the nearest one-hundredth of a share.

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