Closing Date Adjustments. The Closing Date Consideration shall be subject to adjustment as follows:
Closing Date Adjustments. (1) At least five (5) Business Days prior to the Closing Date, Vendor shall cause the Auditors to prepare and Vendor shall deliver to Purchaser: (a) a good faith best estimate of a detailed calculation of the consolidated Working Capital of the Target Entities as of the Effective Time without giving effect to the Transactions (the “Preliminary Closing Working Capital”), including an estimated balance sheet of the Target Entities as of the Effective Time without giving effect to the Transactions; (b) a calculation of the amount by which the Preliminary Closing Working Capital exceeds or is less than, as the case may be, the Target Working Capital; (c) a good faith best estimate of a detailed calculation of the consolidated Indebtedness of the Target Entities as of the Effective Time without giving effect to the Transactions (the “Preliminary Closing Indebtedness”); and (d) a good faith best estimate of a detailed calculation of the consolidated Cash and Cash Equivalents of the Target Entities as of the Effective Time without giving effect to the Transactions (the “Preliminary Cash and Cash Equivalents”);
(2) If the Preliminary Closing Working Capital is less than the Target Working Capital, then the Purchase Price will be reduced at Closing by the amount of that difference, subject to any further adjustments as may be prescribed by Section 2.5. If the Preliminary Closing Working Capital is greater than the Target Working Capital, then the Purchase Price will be increased at Closing by the amount of that difference, subject to any further adjustments as may be prescribed by Section 2.5.The Purchase Price will be reduced at Closing by the amount of Preliminary Closing Indebtedness. The Purchase Price shall be increased by the Preliminary Cash and Cash Equivalents. A sample calculation of the determination of the preliminary Purchase Price adjustment is disclosed in the Data Room. The determinations of the preliminary Purchase Price adjustment pursuant to this Section 2.4(2) and the final Purchase Price adjustment pursuant to Section 2.5 shall be made on a basis consistent with the sample calculation.
(3) As soon as possible, but not later than ninety (90) days, following the Closing Date, Purchaser shall prepare and deliver to Vendor the following (collectively, the “Closing Statements”):
(a) financial statements for the Target Entities on a consolidated basis for the period from the Financial Statements Date to the Effective Time and prepared in accordance w...
Closing Date Adjustments. On or before the Closing, Buyer and Seller shall determine and agree on, as of the Closing Date, (i) any amounts that Seller may have prepaid for rent on office and equipment leases included in the Acquired Assets in respect of periods beginning on or after the Closing Date, (ii) any amounts that Seller may have prepaid for sales, use or similar taxes, license fees (exclusive of corporate franchise fees) utilities, services, service contracts, insurance or other expenses relating to the Acquired Assets in respect of periods beginning on or after the Closing Date, (iii) any security deposits on office leases or equipment leases being transferred to Buyer hereunder and any security deposits for utility services for premises covered by such office leases and (iv)any amounts of the type described in clauses (i) and (ii) in respect of periods prior to the Closing Date which are expected to be billed after the Closing Date. All amounts relating to periods ending prior to the Closing Date shall be for the account of Seller, and all amounts relating to periods beginning on or after the Closing Date shall be for the account of Buyer. The respective amounts shall be netted against each other at the Closing. If the result is an amount owing to Seller, Buyer shall pay such amount to Seller at the Closing. If the result is an amount owing to Buyer, Seller shall pay such amount to Buyer.
Closing Date Adjustments. At the Closing, the Purchase Price shall be adjusted dollar-for-dollar as set forth in this Section 2.2(a). The Purchase Price, as adjusted pursuant to this Section 2.2(a), is referred to herein as the "Estimated Purchase Price."
Closing Date Adjustments. The parties hereto agree that following the date hereof, they will calculate an amount that would have been distributed to the parties hereto, assuming that the issuance and delivery of the Bonds (and the defeasance of the Prior Bonds), had occurred at the end of business on April 30, 1998, and the Partnership will distribute among the Partnership, the MRC and Bangor Hydro such amount within 45 days after June 30, 1998 or as soon thereafter as sufficient funds are available.
Closing Date Adjustments. At Closing, the Purchase Price shall be reduced as provided in Paragraph 7.A. for any Lease excluded from this Agreement as a result of a Material Title Defect which is not waived by Buyer and which Seller does not elect to cure, reduced as provided in Paragraph 7.D. for any reduction in net leasehold acres or leasehold net revenue interest actually delivered by Seller in any Lease, and increased as provided in Paragraph 7.E. for any additional net leasehold acres delivered by Seller in any Lease.
Closing Date Adjustments. No later than five (5) Business Days prior to the Closing, the Sellers’ Representative shall deliver to Investor a statement (the “Preliminary Working Capital Statement”) setting forth the Net Working Capital as of the Closing Date. The Preliminary Working Capital Statement shall (i) be prepared in accordance with GAAP and provide for the true up of all reserves, in all cases using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the New 2004 Audited Financial Statements, (ii) reflect the results of a physical inventory audit conducted by the Company and supervised by Investor on a date mutually acceptable to the Company and Investor (the “Physical Inventory”), and (iii) not reflect any Tax benefits or other accounting adjustments arising from the transactions resulting from or in connection with this Agreement or any of the Related Agreements. As part of this process, the reserves for general liability, automobile liability and workers’ compensation obligations shall also be trued up even though such reserves shall not be included in Current Liabilities when determining Net Working Capital. The Closing Payment shall be reduced by an amount equal to the excess, if any, of the Target Net Working Capital over the Net Working Capital set forth on the Preliminary Working Capital Statement. The Closing Payment shall be increased by an amount equal to the excess, if any, of the Net Working Capital set forth on the Preliminary Working Capital Statement over the Target Net Working Capital.
Closing Date Adjustments. (a) Within 30 days following the Closing Date, (i) Purchaser shall inform Seller in writing ("Purchaser's Adjustment Letter") of the aggregate amount (the "Purchaser's Adjustment") that Purchaser believes represents the value of (x) Assets not assigned to Purchaser at Closing, not retained in the Business or not used in the ordinary course of the Business (other than contracts and agreements that were not assigned to Purchaser at Closing due to the absence of third party consent to such assignment); and (y) Assets transferred by Seller, during the Interim Period, otherwise than in the ordinary course of the Business.
(b) Within 5 days following the receipt by Seller of Purchaser's Adjustment Letter, Seller shall pay to Purchaser the amount of all undisputed Purchaser's Adjustment (or transfer to Purchaser any such disputed assets) and shall object in writing as to any items thereon with which Seller disagrees.
(c) In the event of a dispute or disagreement between Purchaser and Seller as to any portion of the Purchaser's Adjustment which Purchaser and Seller are unable to resolve either Purchaser or Matria may elect that the items remaining in dispute be submitted for resolution to Deloitte & Touche LLP or such other national independent certified public accounting firm selected by mutual agreement of Purchaser and Matria (the member of which who will be primarily responsible for resolving such dispute will have had substantial audit experience and substantial experience in arbitration or other dispute resolution proceedings concerning accounting issues) (the "Accountants"). The Accountants will, within 30 days after submission, determine, based solely on presentations by Purchaser and Matria and not by independent review, and render a written report to the parties upon such remaining disputed items and the resultant calculation of the Purchaser's Adjustment in accordance with the provisions hereof, and such determination will be final, binding and conclusive on the parties hereto. In resolving any disputed item, the Accountants may not assign a value to such item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and disbursements of the Accountants will be paid equally by the Purchaser and Matria. Purchaser and Matria hereby agree to cooperate and work in good faith and as expeditiously as reasonably possible to resolve any and all disputes and disagreements...
Closing Date Adjustments. At least three (3) Business Days prior to the Closing Date, the Seller Parties shall prepare and deliver to the Purchaser a statement setting forth the Seller's good faith estimate (the "Seller's Estimate") of (i) the Closing Working Capital (the "Estimated Closing Working Capital"), (ii) the Closing Indebtedness (the "Estimated Closing Indebtedness") and (iii) the Transaction Expenses (the "Estimated Transaction Expenses"), and the Purchaser will have the right to review and comment on such estimates, it being understood that the Seller Parties shall consider any such comments in good faith. On the Business Day prior to the Closing, the Purchaser will prepare and deliver to the Seller a statement (the "Pre-Closing Statement") setting forth the Purchaser's calculation of the number of Purchase Price Shares, the Closing Payment Shares, Adjustment Escrow Shares and Indemnification Escrow Shares, each calculated in accordance with Section 1.2 and the Seller's Estimate.
Closing Date Adjustments. (a) If the Closing Revenue Run-Rate (as determined based on the Closing Revenue Run-Rate Schedule) is less than the product of (x) the Threshold Percentage and (y) the Base Revenue Run-Rate, then the Closing Payment Amount shall be reduced by the Reduction Amount.
(b) In addition to any adjustment made pursuant to Section 1.6(a), if the Sellers’ estimate of Closing Net Working Capital (as set forth in the Estimated Working Capital Statement) is (i) less than the Closing Net Working Capital Target, the Closing Payment Amount shall be reduced by an amount equal to the amount by which the Closing Net Working Capital Target exceeds the estimate of Closing Net Working Capital and (ii) greater than the Closing Net Working Capital Target, the Closing Payment Amount shall be increased by an amount equal to the amount by which the estimate of Closing Net Working Capital exceeds the Closing Net Working Capital Target.
