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 Purchase Price 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 Purchase Price payable at the Closing shall be increased by such sum.
(b) As soon as practicable but in no event more than 90 days following the Closing, Buyer shall prepare, or cause to be prepared, and deliver to Seller, with respect to each Specified Business, a statement (each, a “Buyer’s Statement”) of the actual Closing Adjustment Amount, as of the Closing Date, which shall be determined in accordance with this Agreement. Each Buyer’s Statement shall be accompanied by a certification of Buyer’s Chief Financial Officer to the effect that such Buyer’s Statement has been prepared in accordance with this Agreement based on the books and records of such Specified Business.
(c) Seller and Seller’s accountants shall complete their review of each of the Buyer’s Statements and Buyer’s calculations of the Closing Adjustment Amount within 30 days after delivery thereof by Buyer. In the event that Seller determines in good faith that any Buyer’s Statement has not been prepared in accordance with this Agreement, Seller shall, on or before the last day of such 30-day period, so inform Buyer in writing setting forth a specific description of the basis of Seller’s determination and the adjustments to such Buyer’s Statement and the corresponding adjustments to the applicable Closing Adjustment Amount that Seller believes should be made in accordance with this Agreement (a “Seller’s Objection”). If no Seller’s Objection is received by Buyer on or befor...
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. The Companies have delivered to Buyer an estimated balance sheet of the Companies and their consolidated Subsidiaries at and as of 11:59 p.m. (Eastern time) on the date immediately prior to the Closing Date (the “Closing Date Balance Sheet”), which is attached hereto as Exhibit B and sets forth a good faith estimate of the Net Working Capital. The Closing Date Balance Sheet was prepared by the Companies in accordance with GAAP. As used herein, the “Closing Adjustment Amount” means an amount equal to (a) the Net Working Capital as set forth on the Closing Date Balance Sheet minus (b) $1,600,000.
Closing Adjustment Amount. Not more than seven (7) Business Days, but in no event less than three (3) Business Days, before the Closing Date, the Company shall deliver to Parent and the Representative an estimated balance sheet of the Company prepared as of 11:59 p.m. on the date immediately prior to the Closing Date (the “Closing Balance Sheet”), which sets forth a good faith estimate of the following: (a) the amount of Cash (“Estimated Cash”) and Debt (“Estimated Debt”) and (b) the components of Working Capital to enable the Representative to calculate the Working Capital Surplus or Working Capital Deficiency (the “Estimated Working Capital Surplus” or “Estimated Working Capital Deficiency,” as applicable). The Closing Balance Sheet shall be prepared by the Company in accordance with this Agreement and GAAP applied in a manner consistent with the preparation of the Audited 2005 Financial Statements. The Parent and its representatives shall have the right to participate in the preparation of the Closing Balance Sheet, and to object to the Closing Balance Sheet if it is materially incorrect or incomplete.
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.
Closing Adjustment Amount. The Buyer and the Sellers' Rep shall, promptly after the Closing Certificate has become final in accordance with Section 3.6(iii), cause a joint instruction to be delivered to the Escrow Agent for the purpose of effecting this Section 3.6(iv).
Closing Adjustment Amount. Closing Adjustment Amount" shall have the meaning given in Section 2.7(c).
Closing Adjustment Amount. The Closing Adjustment Amount shall be calculated by the Seller, acting in good faith with respect to its underlying estimations, based on the following formula:
Closing Adjustment Amount. The Company shall deliver to Parent at least three (3) Business Days prior to the Closing Date, (i) an estimated balance sheet of the Company at and as of the close of business on the Closing Date (the “Initial Balance Sheet”) in form and substance reasonably acceptable to Parent, prepared by the Company in accordance with this Agreement and in accordance with the terms and conditions of Schedule 3.5(a), as consistently applied by the Company in accordance with the Company’s historical operations, and a good faith estimate of the Net Working Capital and Excess Cash as derived from the Initial Balance Sheet and (ii) a statement detailing (a) the Company’s good faith estimate of the calculation of the Merger Consideration and Closing Merger Consideration substantially in the form set forth on Schedule 2.14 and (b) the Company’s good faith estimate of Eligible Accounts Receivable as of the Closing Date (the “Closing Statement”). Parent and its representatives, including the Parent’s independent accountants, will be entitled to review all work papers of the Company and its representatives, including its independent accountants, relating to the Initial Balance Sheet. If Parent disputes the Initial Balance Sheet (or any portion thereof) prior to the Closing, then Parent and the Company will negotiate in good faith to attempt to resolve any such dispute at or prior to the Closing. As used in this Agreement, the “Closing Adjustment Amount” means an amount equal to (i) the positive number, if any, resulting from the following calculation: (a) the Historical Net Working Capital minus (b) the Net Working Capital derived from the Initial Balance Sheet, or (ii) zero, if the calculation set forth in clause (i) of this sentence does not result in a positive number.
