Cash Adjustment Clause Samples
A Cash Adjustment clause defines how payments between parties will be modified to reflect changes in certain financial factors, such as working capital, debt, or other specified metrics, at the time of closing a transaction. Typically, this clause outlines the process for calculating the adjustment amount, the timing of any additional payments or refunds, and the specific items included in the calculation, such as inventory or outstanding liabilities. Its core practical function is to ensure that the final purchase price accurately reflects the actual financial position of the business at closing, thereby preventing disputes and ensuring fairness for both buyer and seller.
POPULAR SAMPLE Copied 1 times
Cash Adjustment. (i) One day prior to the Distribution Date, Remainco shall prepare and deliver, or cause to be prepared and delivered, to New News Corporation a statement reflecting a good faith estimate of the amount of Cash Equivalents to be on the unaudited balance sheet of New News Corporation as of the close of business on the Distribution Date (giving effect to the Distribution and reflecting the settlement of Inter-Group Indebtedness pursuant to Section 2.02(e)), (the “Estimated Cash Amount”), including supporting account information and the amount of the related Cash Contribution (the “Estimated Cash Amount Statement”).
(ii) On or prior to August 15, 2013, Remainco shall prepare and deliver, or cause to be prepared and delivered, to New News Corporation a statement reflecting the amount of Cash Equivalents on the unaudited balance sheet of the New News Corporation Group as of the close of business on the Distribution Date (giving effect to the Distribution and reflecting the settlement of Inter-Group Indebtedness pursuant to Section 2.02(e)) (the “Preliminary Cash Amount” and, together with the Estimated Cash Amount, the “Cash Amounts”), including supporting account information and the amount of the related Cash Contribution (the “Preliminary Cash Amount Statement”).
(iii) Subject to the terms set forth in Section 6.7, in connection with the preparation of the Preliminary Cash Amount Statement, Remainco shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the members of New News Corporation Group that Remainco or its representatives reasonably request, and New News Corporation shall, and shall cause the members of the New News Corporation Group and their respective representatives and employees to, cooperate with Remainco and its representatives in connection therewith.
(iv) New News Corporation shall have ten (10) Business Days following receipt of the Preliminary Cash Amount Statement to review such statement and to notify Remainco, in writing, if New News Corporation disputes any of the amounts set forth on the Preliminary Cash Amount Statement (the “Preliminary Cash Amount Dispute Notice”), specifying the reasons therefor in reasonable detail.
(v) Subject to the terms set forth in Section 6.7, in connection with New News Corporation’s review of the Preliminary Cash Amount Statement, New News Corporation and its representatives sh...
Cash Adjustment. (a) Within nine (9) Business Days after the Distribution Date, AS SpinCo shall cause to be prepared and delivered to SDS a written statement (the “Distribution Date Cash Statement”) that shall set forth the aggregate amount of Cash of the Availability Group as of 11:59 pm on the Distribution Date. The Distribution Date Cash Statement shall be certified by the Chief Financial Officer of AS SpinCo and accompanied by reasonable supporting back-up information with respect to such aggregate Cash amount (e.g., bank reconciliation).
(b) If SDS does not give written notice to AS SpinCo that it disputes any aspect of the Distribution Date Cash Statement (a “Cash Dispute Notice”) within three (3) Business Day of receiving the Distribution Date Cash Statement, SDS agrees that the Distribution Date Cash Statement shall be deemed to set forth the final aggregate amount of Cash of the Availability Group as of 11:59 pm on the Distribution Date. If SDS timely delivers a Cash Dispute Notice to AS SpinCo, AS SpinCo and SDS shall use commercially reasonable efforts to resolve the dispute during the five (5) Business Day period commencing on the date AS SpinCo receives the Cash Dispute Notice from SDS. If SDS and AS SpinCo agree upon a final resolution with respect to all disputed items within such five (5) Business Day period, then the Distribution Date Cash Statement shall be revised as appropriate to reflect such resolution by SDS and AS SpinCo and, as so revised, such Distribution Date Cash Statement shall be deemed to set forth the final aggregate amount of Cash of the Availability Group as of 11:59 pm on the Distribution Date. If SDS and AS SpinCo do not agree upon a final resolution with respect to any disputed items within such five (5) Business Day period, then the remaining items in dispute shall be submitted promptly to Deloitte LLP (the “Accounting Firm”). The Accounting Firm shall be requested to render a determination of the applicable dispute within ten (10) Business Days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between SDS and AS SpinCo, and any associated engagement fees shall be initially borne fifty percent (50%) by SDS and fifty percent (50%) by AS SpinCo; provided that such fees shall ultimately be allocated between the parties in the same proportion that th...
Cash Adjustment. (a) As promptly as practicable following the Distribution Date, Parent shall calculate the Cash Adjustment Amount and shall promptly notify SpinCo of such calculation (the date on which such notification is delivered, the “Cash Adjustment Notification Date”). The calculation of the Cash Adjustment Amount shall be made by Parent in good faith and shall be final and binding on SpinCo, and shall not be subject to any challenge or dispute (pursuant to the procedures set forth in Article VII or otherwise). SpinCo shall provide Parent with such information and access as is reasonably requested by Parent to calculate the Cash Adjustment Amount.
(b) If the Cash Adjustment Amount is a positive number, SpinCo shall pay the Cash Adjustment Amount, plus any interest accrued in accordance with Section 2.18(c), to Parent by wire transfer in immediately available funds to an account designated in writing by Parent within five (5) business days after the Cash Adjustment Notification Date. If the Cash Adjustment Amount is a negative number, Parent shall pay the absolute value of the Cash Adjustment Amount, plus any interest accrued in accordance with Section 2.18(c), by wire transfer in immediately available funds to an account designated in writing by SpinCo within five (5) business days after the Cash Adjustment Notification Date. If the Cash Adjustment Amount is equal to zero, no payment in respect of such amount shall be made by either Party.
(c) Any payments required to be made by Parent or SpinCo with respect to the Cash Adjustment Amount shall accrue interest from the Distribution Date to the date of payment at a rate per annum equal to the Prime Rate, from time to time in effect. Such interest shall be calculated based on a year of three hundred sixty-five (365) days and the number of days elapsed since the Distribution Date.
Cash Adjustment. (a) At least two, but no more than five Business Days prior to the Closing Date, Seller shall deliver or cause to be delivered to Purchaser a certificate, in form reasonably satisfactory to Purchaser and executed by an executive officer of Seller, setting forth Seller’s good-faith calculation, as of the Closing Date of the Working Capital value allocable to the Business (“Estimated Working Capital Value”).
(b) In the event that Accounts Payable included within Estimated Working Capital Value is more than […] (the “Maximum Liabilities Value”), then the Cash Amount shall be increased by the amount by which the Accounts Payable exceed the Maximum Liabilities Value (the “Additional Cash Amount”) on a Euro for Euro basis.
(c) Within 60 days following the Closing Date, Seller will prepare and deliver to Purchaser a certificate executed by an executive officer of Seller, setting forth Seller’s calculation of the final Working Capital allocable to the business at the Closing (the “Closing Working Capital Value”).
(d) Unless, within 30 days after delivery of the certificate to Purchaser pursuant to Section 2.6(b), Purchaser delivers to Seller a notice setting forth, in reasonable detail, any good faith dispute as to the Closing Working Capital Value and the basis for such dispute (a “Dispute Notice”), the Closing Working Capital Value shall be deemed accepted by Purchaser and shall be final and binding.
(e) For 30 days after Seller’s receipt of a Dispute Notice, the parties hereto shall endeavor in good faith to resolve by mutual agreement such disagreement regarding the Closing Working Capital Value. If the parties are unable to resolve the matter within such 30-day period, Purchaser and Seller shall agree on an independent accounting firm or have such selection made pursuant to the rules of the ICC, as applicable, to resolve the dispute. Fees and expenses relating to the engagement of the reviewing accounting firm shall be borne equally by Seller and Purchaser, provided that, if the reviewing accounting firm determines that one party’s statement of the Working Capital value of the Business as of the Closing Date is entirely accurate, then such party shall pay none of the fees, costs and expenses of the reviewing accounting firm and the other party shall pay all such fees, costs and expenses.
(f) Purchaser and Seller shall instruct the reviewing accounting firm to resolve the disputed matters as promptly as practicable. The parties hereto shall cooperate with each...
Cash Adjustment. (i) No later than sixty (60) days after the Distribution Date, ▇▇▇▇▇▇▇ shall prepare and deliver, or cause to be prepared and delivered, to Fortive a statement reflecting the amount of Cash Equivalents on the unaudited consolidated balance sheet of the Fortive Group as of the close of business on the last day prior to the Distribution Date (giving effect to the Distribution and reflecting the terms and conditions of Article II of this Agreement) (the “Distribution Date Cash Amount”), including supporting account information (the “Distribution Cash Amount Statement”). The Distribution Cash Amount Statement shall be calculated in U.S. dollars and consistently with the historical practices used in calculating cash in ▇▇▇▇▇▇▇.
(ii) Subject to the terms set forth in Section 7.6, in connection with the preparation of the Distribution Cash Amount Statement, ▇▇▇▇▇▇▇ shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the members of the Fortive Group that ▇▇▇▇▇▇▇ or its representatives reasonably request, and Fortive shall, and shall cause the members of the Fortive Group and their respective representatives and employees to, cooperate with ▇▇▇▇▇▇▇ and its representatives in connection therewith.
(iii) Fortive shall have thirty (30) days following receipt of the Distribution Cash Amount Statement to review such statement and to notify ▇▇▇▇▇▇▇, in writing, if Fortive disputes any of the amounts set forth on the Distribution Cash Amount Statement (the “Distribution Cash Amount Dispute Notice”), specifying the reasons therefor in reasonable detail.
(iv) Subject to the terms set forth in Section 7.6, in connection with Fortive’s review of the Distribution Cash Amount Statement, Fortive and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by ▇▇▇▇▇▇▇ or its representatives in connection with its preparation of the Distribution Cash Amount Statement and to finance personnel of ▇▇▇▇▇▇▇ and any other information that Fortive or its representatives reasonably requests, and ▇▇▇▇▇▇▇ shall cooperate with Fortive and its representatives in connection therewith.
(v) In the event that Fortive shall deliver a Distribution Cash Amount Dispute Notice to ▇▇▇▇▇▇▇, Fortive and ▇▇▇▇▇▇▇ shall cooperate in good faith to res...
Cash Adjustment. (i) If the Closing Date Cash (as finally determined pursuant to Section 2.3) exceeds the Estimated Closing Date Cash, then the Purchase Price shall be increased on a dollar-for-dollar basis by a dollar amount equal to the amount of such excess; and
(ii) if the Estimated Closing Date Cash exceeds the Closing Date Cash (as finally determined pursuant to Section 2.3), then the Purchase Price shall be decreased on a dollar-for-dollar basis by a dollar amount equal to the amount of such deficit; provided, however, for the avoidance of doubt, that if the Closing Date Cash (as finally determined pursuant to Section 2.3) is equal to the Estimated Closing Date Cash, no adjustment to the Purchase Price shall be made by the parties pursuant to this Section 2.4(b).
Cash Adjustment. Each of Honeywell and SpinCo agrees to take the actions set forth on Schedule XVI.
Cash Adjustment. Each of Nuance and SpinCo agrees to take the actions set forth on Schedule XI.
Cash Adjustment. Prior to the Relevant Time, either (i) Vector will transfer funds to Spinco or a member of the Spinco Group designated by it or (ii) Spinco will transfer or cause the transfer of funds to Vector or a member of the Vector Group designated by it, such that, on a consolidated basis, Spinco’s cash and cash equivalents balance immediately prior to the Relevant Time shall equal at least $200 million.
Cash Adjustment. (i) If Estimated Closing Date Cash exceeds Closing Date Cash, then the Purchase Price shall be decreased on a dollar-for-dollar basis by an amount equal to such deficit, and (ii) if Closing Date Cash exceeds Estimated Closing Date Cash, then the Purchase Price shall be increased on a dollar-for-dollar basis by an amount equal to such excess.