Closing Adjustment Amount. (a) No later than ten Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Buyer, with respect to each Specified Business, a statement (each, a “Seller’s Statement”), which shall set forth Seller’s good faith estimate of the Closing Adjustment Amount which shall be determined in accordance with this Agreement (the “Estimated Closing Adjustment Amount”). Each Seller’s Statement shall be accompanied by a certification of Seller’s Chief Financial Officer to the effect that such Seller’s Statement has been prepared in good faith in accordance with this Agreement based on the books and records of such Specified Business and be reasonably satisfactory to Buyer. If the sum of the Estimated Closing Adjustment Amounts for the Specified Businesses is a negative number, then the Cash Consideration payable at the Closing shall be decreased by the absolute value of such sum. If the sum of the Estimated Closing Adjustment Amounts for the Specified Businesses is a positive number, then the Cash Consideration payable at the Closing shall be increased by such sum.
Closing Adjustment Amount. If the net amount payable pursuant to Section 2.1(e)(ii) in respect of any Exchange is payable to any TWC Transferor or TWC Transferee, the relevant Comcast Transferor or Comcast Transferee, as the case may be, shall make such payment by wire transfer of immediately available funds to the account designated by the relevant TWC Transferor or TWC Transferee.
Closing Adjustment Amount. No later than three (3) Business Days before the Closing Date, the Company shall have delivered to Parent an estimated consolidated balance sheet of the Company and the Company Subsidiaries prepared as of 11:59 p.m. on the date immediately prior to the Closing Date (except as otherwise contemplated by this Agreement) (the “Closing Balance Sheet”), and a statement which sets forth a good faith estimate of the following amounts (as of the Effective Time): (a) the amount of Cash (“Estimated Cash”), (b) the amount of unpaid Debt (“Estimated Debt”), (c) the major components of Working Capital to enable Parent to calculate Working Capital and the amount of Working Capital Surplus or Working Capital Deficiency (“Estimated Working Capital Surplus” or “Estimated Working Capital Deficiency”), and (d) the amount of Growth Capital Expenditures expended or accrued through the Effective Time (the “Estimated Growth Capital Expenditures”), provided that Growth Capital Expenditures shall only be considered to be accrued through the Effective Time to the extent such amounts are included in Current Liabilities in the calculation of Working Capital. The Closing Balance Sheet shall be prepared by the Company in accordance with the Agreed Accounting Principles applied in a manner consistent with the preparation of the Example Working Capital Schedule.
Closing Adjustment Amount. (a) The “
Closing Adjustment Amount. If Buyer timely delivers the Buyer Objection Notice within the Review Period, subject to Section 2.5(f) below, Buyer and Seller shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Buyer and Seller shall be final and binding upon the parties hereto.
Closing Adjustment Amount. (a) Estimated Closing Adjustment Amount. At least three (3) Business Days prior to the Closing, HFS shall deliver to Buyer a written statement setting forth HFS’s good-faith estimate of the Closing Adjustment Amount (the “Estimated Closing Adjustment Amount”) and the resulting Estimated Closing Payment, calculated in accordance with the terms of this Agreement and quantifying in reasonable detail the estimates of the items constituting such Estimated Closing Adjustment Amount. Upon delivery of the statement setting forth the Estimated Closing Adjustment Amount and prior to the Closing Date, Buyer shall have an opportunity to review such statement and the Parties shall cooperate in good-faith to mutually agree upon the Estimated Closing Adjustment Amount if Buyer disputes any item proposed to be set forth on such statement; provided, that, if the Parties are not able to reach mutual agreement prior to the Closing Date, the Estimated Closing Adjustment Amount set forth in the statement provided by HFS to Buyer shall be binding for purposes of Section 3.3(b), but not for purposes of Section 2.5(b).
Closing Adjustment Amount. (a) No later than two (2) Business Days before the Closing Date, the Company shall deliver or cause to be delivered to Parent an estimated balance sheet of the Company and its Subsidiaries prepared as of 11:59 p.m. on the last Business Day prior to the Closing Date (except as otherwise contemplated by this Agreement) (the “Estimated Closing Balance Sheet”), which sets forth a good faith estimate of the following: (i) the amount of Cash (“Estimated Cash”), (ii) the amount of Debt outstanding (the “Estimated Debt”), (iii) the amount of Working Capital Surplus or Working Capital Deficiency (“
Closing Adjustment Amount. If the Buyer fails to deliver the Closing Balance Sheet within 60 days after the Closing Date, then the Buyer's rights and obligations to deliver such Closing Balance Sheet shall terminate, and the Seller may (but shall not be obligated to) elect to prepare a closing balance sheet (in accordance with this Section 1.4(a)), in which case such balance sheet shall be deemed the "Closing Balance Sheet." In the event that the Buyer fails to deliver the Closing Balance Sheet within 60 days of the Closing Date, the Seller's reasonable costs and expenses of preparing such Closing Balance Sheet shall be paid by the Buyer. Failure by the Buyer to deliver to the Seller the Closing CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Balance Sheet shall be deemed to be the Buyer's waiver of any claim for, or entitlement to, any decrease in and adjustment to the Purchase Price pursuant to Section 1.4(f).
Closing Adjustment Amount. (a) At least three, but no more than five, Business Days prior to the expected Closing Date, BBTS shall deliver to Southcross a written statement (the “Adjustment Statement”) setting forth BBTS’ preliminary, good faith determination of the Adjustment Amount (“
Closing Adjustment Amount. As used in this Agreement, the “Closing Adjustment Amount” (which may be a positive or negative number) will be equal to the amount determined by subtracting $4,500,000 from the Closing Working Capital. If the Closing Adjustment Amount is positive, the Purchase Price will be increased by the Closing Adjustment Amount. If the Closing Adjustment Amount is negative, the Purchase Price will be decreased by the Closing Adjustment Amount. For example, if the Closing Working Capital is $5,500,000, the Purchase Price will be increased by $1,000,000, and if the Closing Working Capital is $3,500,000, the Purchase Price will be decreased by $1,000,000.
