Closing Date Adjustment Sample Clauses

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. 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"). (b) If the excess of the Company's Adjusted Liabilities over its Adjusted Current Assets (the "Liability Excess") is less than the Threshold, the aggregate Merger Consideration shall be increased by an amount equal to the Threshold less the Liability Excess. If the Liability Excess is more than the Threshold, the aggregate Merger Consideration shall be reduced by an amount equal to the Liability Excess less the Threshold. In either case, this adjustment shall be made in accordance with Section 7.6. (c) As used in this Section 7.4, "Threshold" means $4,340,000 (including no more than $90,000 in capital expenditures since June 1, 2007). To the extent that the sum of (i) the Merger Consideration payable under Section 2.4(e) and (ii) the amounts payable pursuant to Section 2.5(h) in respect of Company Stock Options exceeds $54,350,000, the Threshold shall be reduced dollar-for-dollar by the amount of the excess.

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. 2.8.2 No later than 45 days after the Closing Date, the Purchaser will prepare and deliver to the Shareholder Representative a draft statement (the “Closing Statement”) setting out: 2.8.2.1 by separate line-item, as at the Closing Date, (a) Working Capital, and (b) Net Indebtedness (including indicating any changes from the Estimated Net Indebtedness); 2.8.2.2 the Arrangement Consideration as decreased by the Estimated Net Indebtedness, (the “Estimated Arrangement Consideration”); 2.8.2.3 the amount of the Estimated Arrangement Consideration (a) as decreased by any amount the Target Working Capital exceeds the Working Capital as at the Closing Date, (b) as increased by any amount the Working Capital as at the Closing Date exceeds the Target Working Capital, (c) as decreased by any amount the Net Indebtedness as at the Closing Date exceeds the Estimated Net Indebtedness, and (d) as increased by any amount the Estimated Net Indebtedness exceeds the Net Indebtedness as at the Closing Date (the “Final Arrangement Consideration”). During the period from the date of delivery of the draft Closing Statement until the date no later than 15 days thereafter, the Purchaser will give the Shareholder Representative reasonable access to the working papers used to create the draft Closing Statement. If the Shareholder Representative does not give a notice of objection in accordance with Section 2.9, the Common Shareholders will be deemed to have accepted the draft Closing Statement which will be final and binding on the Parties. 2.8.3 Once finally determined in accordance with Section 2.8.2 or 2.9, as the case may be, if (i) the Estimated Arrangement Consideration exceeds the Final Arrangement Consideration by at least $5,000, then the Common Shareholders will pay to the Purchaser the amount of the difference between the Estimated Arrangement Consideration and the Final Arrangement Consideration on a dollar-for-dollar basis in accordance with the Plan of Arrangement and (ii) the Final Arrangement Consideration exceeds the Estimated Arrangement Consideration by at least $5,000, then the Purchaser will pay each Common Shareholder its Pro Rata Portion of the amount of the di...

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 parties hereto acknowledge that the portion of the Purchase Price being paid to the Seller pursuant to Section 2.01 is based on the assumption that the Net Working Capital of the Business shall be equal to Two Million Six Hundred Thousand Dollars ($2,600,000.00) (the “Assumed Net Working Capital”). The parties hereto agree that (i) if the 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.” At the Closing, the amount to be paid pursuant to Section 2.01 shall be modified as set forth therein based on the amount of any Estimated Working Capital Surplus or Estimated Working Capital Deficit, as the case may be.

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. No fewer than two (2) days prior to the Closing Date, the Equityholder will prepare and deliver to Buyer, a certificate (the “Pre-Closing Certificate”) signed by Xxx Xxxxxx that contains (i) the Equityholder’s reasonable good faith estimate (as of the Closing Date) of the Net Contingent Payment expected by the Company (the “Estimated Net Contingent Payment”), and (ii) the Equityholder’s confirmation that the cash amount set forth on Schedule 8.2 (the “Target Cash Amount”) plus the Net Contingent Payment will remain in the Company’ bank account(s) at and following the Closing, and (iii) based on items (i) and (ii), the Equityholder’s calculation of the Estimated Purchase Price. Each of the foregoing calculations will be accompanied by reasonable supporting detail therefor and the Equityholder will provide Buyer with reasonable access during normal business hours to any working papers, documents, and data from the Company, Beneficial Owners and Equityholder that were used to prepare the Pre-Closing Certificate. The Pre-Closing Certificate will be in form and substance reasonably satisfactory to Buyer.

Closing Date Adjustment. Five calendar days prior to the expected Closing Date, the Company shall deliver to Parent a written statement in the form of SCHEDULE 2.14(b) setting forth its good faith estimate of the Initial Merger Consideration Adjustments as of the Closing Date (on a net basis, the "HOLDBACK AMOUNT"). If the Holdback Amount is a positive number reflecting an amount payable to the Security Holders, Parent shall deposit such amount into an escrow account (the "HOLDBACK ESCROW ACCOUNT"), which the Holdback Escrow Agreement shall govern. If the Holdback Amount is a deficit in excess of $1,000,000, the Company shall have a right to terminate this Agreement as set forth in SECTION 7.1(e) unless Parent agrees in writing that the Holdback Amount shall equal a deficit of $1,000,000. If (a) the Holdback Amount is a deficit of $1,000,000 or less, or (b) if the Holdback Amount is a deficit in excess of $1,000,000, Parent does not agree in writing that the Holdback Amount shall equal a deficit of $1,000,000, and the Company does not terminate this Agreement, then the amount of Initial Merger Consideration paid to the Security Holders on the Closing Date shall be decreased by the Holdback Amount and such amount shall be deposited into the Holdback Escrow Account.

Closing Date Adjustment. Not less than five (5) business days prior to the scheduled Closing Date, Seller shall make available for review by Buyer unaudited financial statements of the Business (but excluding the value of the Other Vehicles) as of and through the most recently completed month end which are available. Not less than three (3) days before the Closing Date, Seller shall prepare and furnish Buyer a good faith estimate (the “Closing Estimate”) of the Closing Balance Sheet, the Cash Adjustment Amount and the Cash Consideration based upon such Closing Balance Sheet and all relevant details and supporting documentation regarding such calculations. Buyer shall review the Closing Estimate and confer with Seller regarding the amount thereof prior to the Closing Date, and the Closing Estimate shall not be deemed final until approved in writing by SPI. Seller shall provide Buyer three day’s advance notice of the time and place for the physical taking of inventory to be included in the Closing Estimate at each of Seller’s applicable facilities, and hereby grants Buyer the right to observe each such taking of inventory. The Parties will assign personnel to participate in the physical count and procedures at all locations with material inventories.