Closing Date Purchase Price Adjustment. (a) At least five Business Days prior to the Closing Date, Seller will prepare and deliver to Purchaser a certificate executed by an executive officer of Seller (the “Estimated Closing Statement”) consisting of Seller’s estimates of the Final Net Indebtedness Amount (such estimate, the “Estimated Net Indebtedness Amount”) and the Final Expenditure Adjustment Amount (such estimate, the “Estimated Expenditure Adjustment Amount”). The Estimated Closing Statement will be prepared in good faith and in accordance with Mexican NIF. Purchaser will have the right to object to the amounts contained in the Estimated Closing Statement no later than the second Business Day immediately prior to the Closing Date if it in good faith determines that any such amount is materially inaccurate. Seller will in good faith consider the objections, if any, of Purchaser to the Estimated Closing Statement and, if Purchaser has made any objections, will reissue an Estimated Closing Statement no later than 5:00 p.m. local time in Mexico City, Mexico on the last Business Day immediately prior to the Closing Date with such revisions, if any, that Seller has determined in good faith are appropriate.
(b) As promptly as practicable following the Closing Date (but in any event within 60 days thereafter), Purchaser will prepare, or cause to be prepared, and deliver to Seller a certificate executed by a duly authorized representative of Purchaser (the “Closing Statement”) consisting of Purchaser’s calculation of the Final Net Indebtedness Amount and the Final Expenditure Adjustment Amount. The Closing Statement will be prepared in good faith and in accordance with Mexican NIF.
(c) The Closing Statement will become final, binding and conclusive upon Seller and Purchaser on the 45th day following Purchaser’s delivery of the Closing Statement unless prior to such 45th day Seller delivers to Purchaser a written notice (a “Closing Statement Dispute Notice”) stating that Seller disputes one or more items contained in the Closing Statement (a “Disputed Item”) and describing in reasonable detail each Disputed Item based on information then available to Seller.
(d) If Seller delivers a Closing Statement Dispute Notice, then Purchaser and Seller will seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”). If Purchaser and Seller reach agreement with respect to any Disputed Items, P...
Closing Date Purchase Price Adjustment. At least five (5) business days prior to the Closing Date, Seller shall prepare and deliver to Purchaser an estimated combined balance sheet of the Companies and their Subsidiaries as of the month end immediately preceding the Closing Date (the “Estimated Closing Date Balance Sheet”), which shall include the Working Capital as of such month-end date (“Estimated RQ Working Capital”). The Estimated Closing Date Balance Sheet and the Estimated RQ Working Capital shall be prepared in good faith and in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with the Financial Statements. Within 24 hours of notice, Seller shall provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Closing Date Balance Sheet. No later than two (2) business days prior to the Closing Date, Purchaser shall notify Seller of any objections to the Estimated Closing Date Balance Sheet, which notice shall state in reasonable detail the basis for Purchaser’s objections. If Purchaser has any objections, Purchaser and Seller shall attempt in good faith to resolve any such objections; provided, however, that in the event that any such objections are not resolved prior to Closing, the Estimated Closing Date Balance Sheet shall remain as initially delivered to Purchaser for all purposes hereunder. The Purchase Price to be paid at Closing by Purchaser shall, (i) if the Estimated RQ Working Capital is a positive amount, be increased by such amount, or, (ii) if the Estimated RQ Working Capital is a negative amount, be decreased by such amount.
Closing Date Purchase Price Adjustment. (i) Not later than three Business Days prior to the Closing Date, the Company shall prepare and provide Purchaser with an estimated balance sheet of the Company as of the opening of business on the Closing Date (the “Estimated Closing Balance Sheet”) and a statement of the estimated Closing Working Capital (as defined in Section 2.4(b)(i) below), derived from the Estimated Closing Balance Sheet (“Estimated Closing Working Capital”). The Estimated Closing Balance Sheet and Estimated Closing Working Capital shall be prepared by the Company in a manner and on a basis consistent with the preparation of the Financial Statements for the fiscal year ended December 31, 2007.
Closing Date Purchase Price Adjustment. On the Closing Date, a Purchase Price adjustment shall be made as follows:
(i) in the event that the Estimated Closing Date Working Capital reflected on the Estimated Closing Date Working Capital Statement is less than the Target Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such difference; and
(ii) in the event that the Estimated Closing Date Working Capital reflected on the Estimated Closing Date Working Capital Statement exceeds the Target Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess.
Closing Date Purchase Price Adjustment. (i) Not later than three days prior to the Closing Date, the Shareholder shall provide Purchaser with an estimated balance sheet of the Company as of the open of business on the Closing Date (the “Estimated Closing Balance Sheet”) and a statement of the estimated Closing Working Capital, derived from the Estimated Closing Balance Sheet (“Estimated Closing Working Capital”), which Estimated Closing Working Capital is attached hereto as Schedule I. The Estimated Closing Balance Sheet and Estimated Closing Working Capital shall be prepared by the Company and the Shareholder in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Company’s Financial Statements for the most recent fiscal year end as if such Estimated Closing Balance Sheet and Estimated Closing Working Capital were being prepared as of a fiscal year end.
(ii) If Estimated Closing Working Capital is a positive number, the Purchase Price payable at Closing by Purchaser will be increased by the Estimated Closing Working Capital amount; provided, however, that regardless of the Estimated Closing Working Capital amount, the Purchase Price will not be increased by more than Two Million Dollars ($2,000,000) pursuant to this Section 3.3. If Estimated Closing Working Capital is a negative number, the Purchase Price payable at Closing by Purchaser will be decreased by the Estimated Closing Working Capital amount.
Closing Date Purchase Price Adjustment. (a) At least 3 Business Days prior to the anticipated First Closing Date, the Sellers’ Representative shall deliver to Buyer an estimated Closing Date Balance Sheet of each of the Sellers and an estimate of the Adjustment Amount as of the anticipated First Closing Date (the “Estimated Adjustment Amount”), together with such supporting documentation and other data as is reasonably necessary to substantiate such estimate. All accounting calculations and terms shall be in accordance with GAAP and, to the extent not in violation of GAAP, consistently applied with the Year End Balance Sheet. Each Seller will provide Buyer and its representatives with prompt access to such books, records, employees and auditors of such Seller as Buyer may reasonably request in order to verify the determination of the Estimated Adjustment Amount.
(b) The “Adjustment Amount” may be a positive or negative number and shall mean the amount by which the Aggregate Net Working Capital transferred to the Buyer at the First Closing is more (i.e. less negative) or less (i.e. more negative) than ($1,362,476), which is a negative number. “Aggregate Net Working Capital” shall mean the sum of the amount of Net Working Capital for each of the Sellers. “Net Working Capital” shall mean, with respect to each Seller, (i) the amount of the Inventory, Till Cash and Prepaid Expenses shown on the Closing Date Balance Sheet and included in the Purchased Assets, less (ii) the amount of the accounts payable, accrued expenses, accrued utilities, accrued rent payable, gift certificates and gift cards included in the Assumed Liabilities.
Closing Date Purchase Price Adjustment. Each applicable Purchase Price shall be adjusted on the applicable Closing Date (and prior to the consummation of the applicable Closing) as follows: to the extent that the unaudited balance sheet(s) as of February 28, 2019 relating to the applicable Individual Portfolio (each, an “Estimated Deemed Closing Date Balance Sheet”) is/are available, not later than five (5) Business Days before the applicable Closing Date, Seller shall have delivered to Buyer such Estimated Deemed Closing Date Balance Sheet, together with a calculation, based on the applicable Estimated Deemed Closing Date Balance Sheet, of the amount of the Estimated Deemed Closing Date Working Capital Amount and the Estimated Closing Date Working Capital Adjustment. If, within three (3) Business Days following delivery of the applicable Estimated Deemed Closing Date Balance Sheet and the calculation of the amount of the applicable Estimated Deemed Closing Date Working Capital Amount and Estimated Closing Date Working Capital Adjustment, Buyer does not object in writing thereto to Seller, then the applicable Purchase Price shall be decreased by the amount of the applicable Estimated Closing Date Working Capital Adjustment if that amount is positive and, for the avoidance of doubt, no adjustment shall be made to the Purchase Price if the Estimated Closing Date Working Capital Adjustment is not positive. The applicable Closing shall not be contingent on, or delayed by, agreement over the applicable Estimated Deemed Closing Date Balance Sheet or calculations of the applicable Estimated Deemed Closing Date Working Capital Amount or Estimated Closing Date Working Capital Adjustment.
Closing Date Purchase Price Adjustment. (i) Not later than three days prior to the Closing Date, the Member shall provide Purchaser with an estimated balance sheet of the Company as of the open of business on the Closing Date (the “Estimated Closing Balance Sheet”) and a statement of the estimated Closing Working Capital, derived from the Estimated Closing Balance Sheet (“Estimated Closing Working Capital”). The Estimated Closing Balance Sheet and Estimated Closing Working Capital shall be prepared by the Company and the Member on a tax accrual basis applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Company’s Financial Statements for the most recent fiscal year end as if such Estimated Closing Balance Sheet and Estimated Closing Working Capital were being prepared as of a fiscal year end.
(ii) If Estimated Closing Working Capital is a positive number, the Purchase Price payable at Closing by Purchaser will be increased by the Estimated Closing Working Capital amount. If Estimated Closing Working Capital is a negative number, the Purchase Price payable at Closing by Purchaser will be decreased by the Estimated Closing Working Capital amount.
Closing Date Purchase Price Adjustment. (a) Three business days prior to the Closing Date, the Principal Sellers will deliver to the Buyer a draft balance sheet (the "Estimated Closing Date Balance Sheet") for Amitek as of the close of business on the Closing Date, prepared (to the extent practicable given its estimated nature) in accordance with the Purchase Price Adjustment Methodology.
(b) In the event that the Estimated Closing Date Net Book Value exceeds 110% of the Year End Net Book Value, the Purchase Price shall be increased in an amount equal to the amount by which such Estimated Closing Date Net Book Value exceeds 110% of the Year End Net Book Value (the "Closing Date Upward Adjustment"). In the event that the Estimated Closing Date Net Book Value is less than 90% of the Year End Net Book Value, the Purchase Price shall be reduced by an amount equal to the amount by which such Estimated Closing Date Net Book Value is less than 90% of the Year End Net Book Value (the "Closing Date Downward Adjustment"). Any increase or reduction to the Purchase Price pursuant to this Section 2.10 shall be implemented by proportionately adjusting each of the three elements of Merger Consideration provided for in Sections 2.5(a)-(c), such that the value of each of the three elements constitutes the same percentage of the value of the aggregate Merger Consideration as was the case prior to such adjustment, with the Century Common Stock being valued as set forth in the valuation opinion contemplated by Section 6.2(m) hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall any adjustment to the Merger Consideration under this Section 2.10 exceed $1,000,000 in the aggregate.
Closing Date Purchase Price Adjustment. The Buyer hereby acknowledges the receipt of the Estimated Closing Date Balance Sheet (attached as Exhibit C hereto) and waives the requirement for three business days prior notice under Section 2.10(a) of the Merger Amitek Corporation -2- July 30, 1999
