Closing Date Adjustments. The Closing Date Consideration shall be subject to adjustment as follows:
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 equipment or office 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), insurance, services 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, (iv) the amount of any accrued salaries, bonuses, vacation, sick or holiday time or pay as of the Closing Date with respect to temporary, payrolled, leased or full-time employees of Seller retained by Buyer pursuant to Section 10.2, as set forth in Schedule 1.7 and (v) 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 at the Closing.
Closing Date Adjustments. At the Closing, the Purchase Price shall be adjusted as set forth in this Section 3.1.
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”);
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. 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 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. At the Closing, the Cash Payment portion of the Closing Purchase Price shall be adjusted as set forth in this Section 1.4(a). At least two (2) Business Days but not more than five (5) Business Days prior to the Closing Date, Sellers shall deliver to Buyer an unaudited estimated balance sheet for Descap as of the close of business on the Closing Date (the "Estimated Closing Balance Sheet") which shall (i) set forth Sellers' good faith estimate of Stockholders' Equity (as defined below) (the "Estimated Stockholders' Equity"), (ii) contain the same line item categories as those contained in the form of the balance sheet set forth in Annex B hereto and the balance sheet set forth in the Audited Financial Statements, (iii) be prepared from the Business Records and in accordance with GAAP, as in effect from time to time, applied on a basis consistent with the Financial Statements, and (iv) reflect no write-up of any individual asset of Descap which was included in the Financial Statements and is included in the Estimated Closing Balance Sheet to a book value greater than its book value in the Audited Financial Statements. If Estimated Stockholders' Equity reflected on the Estimated Closing Balance Sheet is less than Minimum Stockholders' Equity (as defined below), the Cash Payment portion of the Closing Purchase Price payable to Sellers at the Closing shall be reduced pro rata amongst the Sellers by an amount equal to such deficiency. If Estimated Stockholders' Equity reflected on the Estimated Closing Balance Sheet is greater than Minimum Stockholders' Equity, the Cash Payment portion of the Closing Purchase Price payable to Sellers at the Closing shall be increased pro rata amongst the Sellers by an amount equal to such excess. For purposes of this Article I:
Closing Date Adjustments. At the Closing, the Purchase Price will ------------------------ be adjusted dollar-for-dollar as set forth in this Section 2.2(a).
