Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), which shall set forth a good faith estimate of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash Equivalents”), (ii) the Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”). The Estimated Closing Statement shall be prepared in a manner consistent with (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (B) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation of the Estimated Closing Statement and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement sh...
Closing Date Adjustment. (a) The Company will deliver to Parent the Company’s good-faith estimate of the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and a good-faith estimate of the corresponding Adjustment Amount no later than two Business Days prior to the Closing Date (the “Estimated Closing Date Net Working Capital Statement”). Such estimates will be based on the Company’s books and records, the good faith estimate of the management of the Company and other information then available. Parent will have the right to review the Estimated Closing Date Net Working Capital Statement and such supporting documentation or data of the Company as Parent may reasonably request. If Parent does not agree with the Estimated Closing Date Net Working Capital Statement, the Securityholders’ Representative and Parent will negotiate in good faith to mutually agree on an acceptable Estimated Closing Date Net Working Capital, and the Securityholders’ Representative will consider in good faith any proposed comments or changes that Parent may reasonably suggest; provided, however, that the failure to include in the Estimated Closing Date Net Working Capital any changes proposed by Parent, or the acceptance by Parent of the Estimated Closing Date Net Working Capital Statement, or the consummation of the Closing, will not limit or otherwise affect Parent’s remedies under this Agreement, including Parent’s right to include such changes or other changes in the Closing Date Net Working Capital Statement, or constitute an acknowledgment by Parent of the accuracy of the Estimated Closing Date Net Working Capital; provided, further, that the failure of Parent and the Securityholders’ Representative to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise fail to close the transactions contemplated hereunder, or otherwise delay the Closing; and the Estimated Closing Date Net Working Capital (i) delivered by the Company or (ii) as agreed to by the Securityholders’ Representative and Parent will be the figure used for purposes of determining the Estimated Adjustment Amount.
Closing Date Adjustment. Not more than five (5) Business Days, but in no event less than one (1) Business Day, prior to the Closing Date, the Company shall prepare and deliver to Parent good faith estimates and reasonably detailed computations of Company Cash and Cash Equivalents; provided, however, that such amount will be reduced by the aggregate amount of Cash and Cash Equivalents paid by the Company or any Company Subsidiary pursuant to Section 2.12(a) ("Estimated Company Cash and Cash Equivalents"), the Tax Benefit Amount ("Estimated Tax Benefit Amount"), Company Working Capital ("Estimated Company Working Capital"), Company Fees and Expenses that will remain unpaid immediately prior to the Effective Time ("Estimated Company Fees and Expenses"), Indebtedness for Borrowed Money of the Company and the Company Subsidiaries that will remain unpaid immediately prior to the Effective Time; provided, however, that such amount will be reduced by the aggregate amount of Indebtedness for Borrowed Money paid by the Company or any Company Subsidiary pursuant to Section 2.12(a) ("Estimated Indebtedness for Borrowed Money") and Current Income Taxes that will remain unpaid immediately prior to the Effective Time ("Estimated Current Income Taxes"), each calculated in accordance with their respective definition herein, and, to the extent applicable, the Accounting Principles. The computations of the Estimated Adjustment Items calculated in accordance with this Section 2.7(a), absent manifest mathematical error, shall be conclusive for purposes of determining the Adjustment Items to be included in the calculation of the Closing Date Merger Consideration payable at the Closing, but shall be subject to adjustment after the Closing pursuant to this Section 2.7.
Closing Date Adjustment. (a) Following Closing, Parent and the Shareholder Representative shall determine and agree on, following the procedures described in subsections (d), (e), (f) and (g) of this Section 7.4, (i) the Company's Adjusted Liabilities and (ii) its consolidated total current assets as of the Closing Date determined in accordance with GAAP ("Adjusted Current Assets").
Closing Date Adjustment. Following the Closing, the Closing Consideration shall be reduced or increased in accordance with this Section 1.4 by an amount equal to the difference between the Initial Capital Amount and the Final Capital Amount, divided by sixty-five percent (65%), and then multiplied by thirty-five percent (35%) (the “Capital Adjustment Amount”). For purposes of this Agreement, “Final Capital Amount” shall mean Windsor’s (a) total current assets, consisting of cash, trade accounts receivable (net of an appropriate allowance for doubtful accounts), inventory, prepaid expenses, other current assets, and other assets, less (b) total current liabilities, consisting of trade accounts payable, accounts payable to related parties, accrued capital and other expenses, long-term debt and asset retirement obligations, in each case as of the Closing Date determined in accordance with GAAP, consistently applied. As soon as practicable after the Closing, but in no event later than sixty (60) days after Closing, Diamondback will cause to be prepared and delivered to the Contributor the final settlement statement (the “Final Settlement Statement”) setting forth Windsor’s calculation of the Final Capital Amount on the Closing Date, which Final Settlement Statement shall identify with specificity each component thereof and be prepared in a manner consistent with the preparation of the Initial Capital Amount. As soon as practicable after receipt of the Final Settlement Statement but in no event later than thirty (30) days after receipt of such statement and the supporting documentation with respect thereto as may be requested by the Contributor, the Contributor shall deliver to Diamondback a written report containing any changes that the Contributor proposes to make to the Final Settlement Statement. The Contributor’s failure to deliver to Diamondback a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by the Contributor of the Final Settlement Statement as submitted by Diamondback. The Parties shall agree with respect to the changes proposed by the Contributor, if any, no later than sixty (60) days after receipt of Diamondback’s proposed Final Settlement Statement. If Diamondback disputes the Contributor’s exceptions, then Diamondback and the Contributor will negotiate in good faith to resolve such dispute. If Diamondback and the Contributor are unable to resolve the dispute within thirty (30) days after the date of ...
Closing Date Adjustment. 2.8.1 The Arrangement Consideration, being $419,000,000, has been determined on the basis that the Company as at the Closing Date will have (i) Working Capital of $14,545,257 (the “Target Working Capital”), (ii) no Cash, and (iii) no Indebtedness, and will be adjusted in accordance with this Section 2.8.
Closing Date Adjustment. The Purchase Price shall be decreased (the ----------------------- "Closing Date Adjustment") by (i) the amount, if any, that the current assets ------------------------ included in the Business and Assets on the Closing Date are more than $500,000 less than current assets (excluding the Excluded Assets) shown on the balance sheet of the Business dated as of June 8, 1997, previously delivered to Buyer (the "May Statement"), and (ii) by the unearned revenue and advance payments of ------------- the Business on the Closing Date. As used in this Section 6.10, "current assets" shall mean the current assets of the Business transferred as part of the Assets to Buyer on the Closing Date. The Closing Date Adjustment shall be made in accordance with the following procedures:
Closing Date Adjustment. The Interplay Purchase Price will be subject to adjustment in accordance with the following: at least five business days before the Closing, Interplay will prepare and deliver to Buyer a balance sheet of the Company as of the end of the month preceding the Closing Date, with certain pro-forma accruals described below (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet will be prepared in accordance with GAAP, will include proper accruals (including for all of the Company employees' vacation time and royalties) and reserves for liabilities and/or expenses incurred as of the end of the month preceding the Closing Date, and will include an accrual for the payroll for the Company employees and other monthly expenses (including rent, utilities and contractors) through the Closing Date. If the Working Capital reflected on the Closing Balance Sheet exceeds $0, the Interplay Purchase Price will be increased by the amount of such excess, and if the Working Capital reflected on the Closing Balance Sheet is a less than $0, the Interplay Purchase Price will be reduced by the amount of such deficiency (the amount of such increase or decrease, as applicable, is the "CLOSING DATE ADJUSTMENT").
Closing Date Adjustment. The Parties acknowledge that the Purchase Price being paid to the Seller pursuant to Section 3.2 is based on the assumption that the Net Working Capital of the Company Group shall be equal to $6,000,000 (the “Assumed Net Working Capital”). The Parties agree that (i) if the estimated Net Working Capital as reflected on the Estimated Closing Statement (the “Estimated Net Working Capital”) is less than the Assumed Net Working Capital, then the difference between the Assumed Net Working Capital and the Estimated Net Working Capital shall constitute the “Estimated Working Capital Deficit”; and (ii) if the Estimated Net Working Capital is greater than the Assumed Net Working Capital, then the difference between the Estimated Net Working Capital and the Assumed Net Working Capital shall constitute the “Estimated Working Capital Surplus.” The Closing Date Payment shall include an adjustment to the Purchase Price to reflect the Estimated Working Capital Deficit or the Estimated Working Capital Surplus, as the case may be.
Closing Date Adjustment. (i) At the Closing, the Cash Price will be adjusted dollar-for-dollar as set forth in this Section 1.01(b). Not less than ten (10) business days prior to the Closing Date, the Company will, in accordance with GAAP, using the process identified in the Working Capital Computation exhibit attached hereto as Exhibit A, estimate the Company’s Working Capital as of the close of business on the day immediately preceding the Closing Date, consistent with the Company’s historical practices, and deliver to the Buyer a certificate, signed by the chief financial officer of the Company, setting forth the calculation thereof. The amount of Working Capital as estimated pursuant to this Section 1.01(b)(i) is referred to herein as “Estimated Working Capital.” The Actual Working Capital and the Estimated Working Capital shall treat the Shareholder Loans as having been repaid and shall credit the aggregate amount of the Shareholder Loans as a current asset, without duplication. In the event the Buyer objects to the calculation of Estimated Working Capital, the Shareholders’ Representative and the Buyer, and their respective representatives, shall resolve such objection prior to Closing in a mutually agreeable manner.
