Closing Adjustment. (i) At the Closing, the Closing Date Payment shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by the outstanding Indebtedness of the Company as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Expenses of the Company as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment”. (ii) At least five (5) Business Days before the Closing, Sellers shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.)
Closing Adjustment. (i) At the Closing, the Closing Date Payment Purchase Price shall be adjusted in the following manner:
: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Net Working Capital (as determined in accordance with this Section 2.04(a)(ii)2.5) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital;
Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Indebtedness Debt of the Company as of the close of business on the Closing Date; and
and (C) a decrease by the amount of unpaid Transaction Expenses of the Company Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment”.
(ii) ” At least five one (51) Business Days before Day prior to the ClosingClosing Date, Sellers shall prepare in good faith and deliver to the Buyer a statement setting forth its good faith estimate of Closing Working Capital report (the “Estimated Closing Working CapitalReport”), which statement shall contain ) setting forth (1) an estimated balance sheet of the Company as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereinhereby), a calculation including the Sellers’ good faith estimate of Estimated Closing the Net Working Capital (the “Estimated Net Working Capital”),
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.)
