Closing Date Working Capital. (a) if the Actual Closing Date Working Capital is greater than (for greater clarity, is more positive (or less negative) than) the Estimated Closing Date Working Capital, increased by an amount equal to the difference between the Actual Closing Date Working Capital and the Estimated Closing Date Working Capital;
(b) if the Actual Closing Date Working Capital is less than (for greater clarity, is less positive (or more negative) than) the Estimated Closing Date Working Capital, decreased by an amount equal to the difference between the Estimated Closing Date Working Capital and the Actual Closing Date Working Capital; or
(c) if the Actual Closing Date Working Capital is equal to the Estimated Closing Date Working Capital, no adjustment shall be made; and
Closing Date Working Capital. If Seller notifies Purchaser in writing within ten (10) business days after receipt of the Closing Date Balance Sheet that Seller disagrees with the determination of the Closing Date Net Working Capital as shown on the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement (and Minimum Closing Date Accounts Receivable, Minimum Closing Date Inventory and Maximum Current Liabilities) and that such dispute would result in an adjustment to the Closing Date Net Working Capital reflected on the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement of at least Fifty Thousand Dollars ($50,000.00), and such notice states with reasonable specificity the basis for such disagreement, Seller and Purchaser shall attempt in good faith to resolve such dispute as soon as possible. If the parties are unable to resolve such dispute within thirty (30) days after Purchaser’s receipt of such notice, Seller and Purchaser shall as soon as reasonably practicable thereafter jointly submit such dispute for arbitration to an independent certified public accounting firm mutually acceptable to Seller and Purchaser or, if the parties cannot agree on such an arbitrating accounting firm, the Arbitrating Accounting Firm for the purpose of resolving the dispute set forth in such notice. The review performed by the Arbitrating Accounting Firm shall be limited to the issues identified in the notice, which issues shall only relate to whether the Closing Date Net Working Capital (and Minimum Closing Date Accounts Receivable, Minimum Closing Date Inventory and Maximum Closing Date Current Liabilities), as shown on the Closing Date Balance Sheet and Closing Date Net Working Capital Statement, have been calculated correctly based on a consistent application of the accounting principles employed by the Company in the preparation of the 12/31 Balance Sheet, the 12/31 Net Working Capital Statement and the Estimated Closing Date Balance Sheet. The Arbitrating Accounting Firm shall review and decide the issue or issues that are the subject of such dispute as specified in such notice within thirty (30) days after such submission. The decision of the Arbitrating Accounting Firm shall be set forth in writing and delivered to Seller and Purchaser. The decision of the Arbitrating Accounting Firm shall be final and binding on Seller and Purchaser, and the Closing Date Net Working Capital reflected on the Closing Date Balance Sheet and Closing Date Net Working Ca...
Closing Date Working Capital. Attached hereto as Exhibit B is an estimated balance sheet of the Business as of the Effective Time, prepared by Seller (the “Estimated Working Capital Statement”), which sets forth Working Capital that will be included in the Acquired Assets and assumes that Working Capital is no less than the average Working Capital during the 12 months preceding the Closing Date (the “Estimated Working Capital”). The Estimated Working Capital Statement shall be prepared and interpreted in accordance with GAAP, and, to the extent not inconsistent with GAAP, in a manner consistent with the preparation of the Financial Statements, subject to the following: (i) Inventory shall be valued, in the aggregate, on a last cost basis; (ii) no amount shall be reflected with respect to Inventory that is damaged, beyond the stated expiration date, thawed and refrozen, mislabeled, subject to recall, or that consists of a quality or quantity not usable or saleable in the ordinary course of business; (iii) no amount shall be reflected with respect to Seller Accounts Receivable (A) that are subject to dispute, offset, counterclaim or other claim or defense, (B) that are past due by greater than sixty (60) days from the date of invoicing, or (C) that are not evidenced by an invoice rendered to the customer; and (iv) the calculation of Working Capital shall take into account any rebates, bxxx backs or other discounts. The Total Purchase Price assumes that the Acquired Assets include net Working Capital on the Closing Date equal to $4,882,736 (the “Targeted Working Capital”). If the Estimated Working Capital is greater or less than the Targeted Working Capital, the cash payable to Seller on the Closing Date shall be increased or reduced dollar-for-dollar by the amount of the excess or shortfall (the “Closing Date Adjustment Amount”), without affecting the Total Purchase Price payable pursuant to the Post-Closing Adjustment pursuant to Section 1.5(c). No adjustment shall be made on the Closing Date for any excess of Estimated Working Capital over Targeted Working Capital. The amount of net Working Capital credited to Seller on the Closing Date is referred to below as the “Closing Date Working Capital”).
Closing Date Working Capital. No later than ninety (90) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Closing Statement”) setting forth the actual Working Capital as of the close of business on the Closing Date (“Closing Date Working Capital”) and including a balance sheet of the Company as of such date and the derivation of Closing Date Working Capital therefrom. For the avoidance of doubt, unless Seller otherwise agrees in writing, Purchaser may not amend, supplement or modify the Closing Statement or the amount of Closing Date Working Capital following its delivery to Seller. If Purchaser fails to deliver the Closing Statement within such ninety (90) day period, then in addition to any other rights Seller may have under this Agreement, Seller shall have the right to elect that the Estimated Closing Date Working Capital be deemed to be the amount of the Closing Date Working Capital and be final and binding and used for purposes of calculating the adjustment pursuant to Section 1.4(d). The Parties acknowledge that no adjustments may be made to the Working Capital Target except in accordance with Section 12.6.
Closing Date Working Capital. In addition to the Estimated 2019 Tax Payment Amount, the Company shall maintain at Closing an aggregate of not less than $90,000 of working capital, consisting of total balance sheet current assets, less total balance sheet current liabilities (the “Closing Date Working Capital”), which the Parties collectively deem to be sufficient to enable the Company to operate the Company Business in the ordinary course consistent with past practices; provided, however, that in no event shall the Closing Date Working Capital be less than the amount of working capital on hand as of December 31, 2018 as set forth in the unaudited consolidated or combined balance sheet of the Company as of that date. In such connection, at the Closing Date, the value of the inventory of the Company (based on the “first in first out” or “FIFO” method of accounting) shall be not less than $80,000, calculated as of May 23, 2020.
Closing Date Working Capital. The Parties agree that as of the Closing Date:
(A) all regular payments of bills, expenses and salaries accrued in the ordinary course of business not otherwise paid shall remain with the Members of the Xing An Group;
(B) all cash held by the Members of the Xing An Group at Closing together with pre-payments of debts not yet due shall remain with the Members of the Xing An Group; and
(C) all uncollected Accounts Receivable will remain with the Members of the Xing An Group.
Closing Date Working Capital. 4.7(c) Closing Shares....................................................3.1(a) Code............................................................
Closing Date Working Capital. 1.03(d) Closing Date Working Capital Statement........................1.03(d) Code..........................................................
Closing Date Working Capital. 1.9(a) Confidentiality Agreement ..............................................5.2(b) Contracts.................................................................3.12 Dedicated.............................................................Preamble
Closing Date Working Capital. The term “Closing Date Working Capital” means Working Capital as of the Closing Time.
