Closing Date Working Capital Adjustment Sample Clauses
The Closing Date Working Capital Adjustment clause defines how the purchase price in a transaction will be adjusted based on the actual working capital of the target company at the time of closing. Typically, this involves comparing the estimated working capital at closing to a pre-agreed target or benchmark, with any excess or shortfall resulting in a corresponding increase or decrease in the final purchase price. This mechanism ensures that the buyer receives the business with an appropriate level of working capital, preventing either party from being unfairly advantaged or disadvantaged due to fluctuations in short-term assets and liabilities around the closing date.
Closing Date Working Capital Adjustment. Sellers shall be entitled to all income earned and collected and be responsible for all expenses incurred in connection with the business and operation of the Publications on or prior to the Closing Date. Buyer shall be entitled to all income earned and be responsible for all expenses incurred in connection with the business and operation of the Publications after the Closing Date. The Purchase Price is subject to a further adjustment for working capital (the “Closing Date Working Capital Adjustment”) as determined in accordance with Section 1.6(c) below. The Closing Date Working Capital Adjustment shall be an amount, as of the Closing Date, equal to the dollar value of the current assets of the Publications less the dollar value of the current liabilities of the Publications (including, but not limited to, accounts payable, prepaid advertising, unearned subscription revenue, accrued salary, payroll and wages, vacation and sick pay, and similar items with respect to New Employees (as defined in Section 10.5), and net of Sellers’ reserves for uncollectible receivables established by Sellers in the ordinary course of business consistent with past practice, in each case only to the extent included in the Acquired Assets or the Assumed Liabilities and as set forth in the Closing Date Balance Sheet). In computing the Closing Date Working Capital Adjustment, components of the Closing Date Balance Sheet (as defined in Section 1.6(c)) shall be derived from subsidiary ledgers maintained in accordance with Sellers’ historical accounting practices which reflect accrual basis accounting and are utilized by M▇▇▇▇▇ Publishing in the preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The Closing Date Balance Sheet shall be prepared in a manner consistent with the notes to the Working Capital History set forth on Schedule 1.6(a), each line item of which shall reflect components derived from and prepared consistently with the methods used in the preparation of M▇▇▇▇▇ Publishing’s balance sheets which methods are used by Sellers in the ordinary cause of business consistent with past practice and are in accordance with GAAP (“Sellers Accounting Practices”). All intercompany and Affiliate receivables or liabilities will be treated as shareholders’ equity and will be excluded from the Closing Date Working Capital Adjustment and will not be assumed by Buyer. All prepaid advertising and unea...
Closing Date Working Capital Adjustment. If the Closing Date Net Working Capital is less than the Targeted Net Working Capital, then the Estimated Cash Purchase Price shall be decreased in total by an amount equal to the absolute value of the difference between the Targeted Net Working Capital and the Closing Date Net Working Capital. If the Closing Date Net Working Capital is greater than the Targeted Net Working Capital, then the Estimated Cash Purchase Price shall be increased in total by an amount equal to the absolute value of the difference between the Targeted Net Working Capital and the Closing Date Net Working Capital.
Closing Date Working Capital Adjustment. (a) Set forth as Schedule 1.6(a) are the methodologies and assumptions to be used in calculating Closing Date Working Capital (including reserves) (the "Prototype Working Capital Methodologies"). No later than forty-five (45) days after the Closing Date, the Company shall deliver to Delta a schedule of Closing Date Working Capital of the Business as of the Closing Date (the "Closing Date Balance Sheet"), determined in accordance with GAAP and without giving effect to the Acquisition and otherwise consistently with the Prototype Working Capital Methodologies.
(b) Disputes with respect to the Closing Date Working Capital shall be resolved as follows:
(i) Delta shall have sixty (60) days after receipt of the Closing Date Balance Sheet (the "Review Period") to assert that any of the elements of or amounts reflected on the Closing Date Balance Sheet are not correct or that the Closing Date Working Capital was arrived at other than in accordance with the provisions of Section 1.6 (a "Working Capital Dispute"). If Delta desires to assert a Working Capital Dispute, then Delta shall give the Company written notice of such dispute (a "Working Capital Dispute Notice") within the Review Period, setting forth in reasonable detail the items with which Delta disagrees, together with supporting calculations.
(ii) Within fifteen (15) days after delivery of the Working Capital Dispute Notice (if any), if Delta and the Company shall be unable despite their reasonable efforts to resolve the dispute set forth in the Review Notice, Delta and the Company shall jointly (and as promptly as possible) retain a nationally recognized firm of independent public accountants mutually acceptable to them, the cost of which shall be borne equally by Delta and the Company (and which costs shall not be deducted in any calculation of EBIT). Such independent firm shall review the Closing Date Working Capital calculation (and, if necessary or appropriate in its judgment, any related work papers of the Company) and the Working Capital Dispute Notice, and shall, as promptly as practicable and in no event later than thirty (30) days following the date of its engagement, deliver to Delta and the Company a report (the "Working Capital Adjustment Report") setting forth, in reasonable detail, its determination with respect to all of the disputed items or amounts specified in the Working Capital Dispute Notice, and the revisions, if any, to be made to the calculation of the Closing Date Working Capital ...
Closing Date Working Capital Adjustment. (a) As promptly as practicable, but in any event not later than 60 days after the Closing Date, Company shall cause to be prepared and delivered to Purchaser a balance seet as of the Closing Date (the "Closing Date Balance Sheet"), a computation (the "Closing Date Working Capital Computation") of the Closing Date Working Capital on which agreed upon procedures will be performed on inventory by a national independent accounting firm selected by Purchaser (the "Accounting Firm"). The Company shall, and shall cause the Accounting Firm to make available to Purchaser all work papers and related data used in connection with the agreed upon procedures report. Within 20 days after delivery to Purchaser of the Closing Date Balance Sheet, Company (as guaranteed by Shareholder) shall pay to Purchaser in immediately available funds the amount, if any, by which the Working Capital as reflected on the Closing Date
Closing Date Working Capital Adjustment. Not later than three (3) Business Days prior to the Closing, the Seller shall prepare and deliver to the Buyer the Pre-Closing Working Capital Statement, which shall set forth the Seller’s estimate of the Closing Net Working Capital. Such statement shall be prepared in a manner consistent with this Agreement, including Section 2.9(h). Neither the Pre-Closing Working Capital Statement nor the Seller’s estimate of Closing Net Working Capital set forth therein shall be binding on the parties hereto until approved by the Buyer in writing, which approval shall not be unreasonably withheld. The Seller shall make available to the Buyer all relevant books and records and any work papers (including those of the Seller’s accountants, to the extent permitted by such accountants) relating to the Pre-Closing Working Capital Statement and all other items reasonably requested by the Buyer in connection therewith. At the Closing, the Base Purchase Price shall be adjusted if and to the extent required by Section 2.6(c) based on the estimated Closing Net Working Capital set forth in the Pre-Closing Working Capital Statement (as approved by the Buyer).
Closing Date Working Capital Adjustment. No later than five business days prior to the Closing Date, Seller shall deliver to Buyer a good faith estimate of the Net Working Capital of the Business as of the Closing Date (the "ESTIMATED NET WORKING CAPITAL AMOUNT"), together with documentation to support the numbers proposed. In the event that the Estimated Net Working Capital Amount exceeds, or is less than, the Target Working Capital, then the Purchase Price payable on the Closing Date shall be increased or reduced, as applicable, by the amount the Estimated Net Working Capital Amount exceeds or is less than the Target Working Capital.
Closing Date Working Capital Adjustment. Subject to Section 2.4(f) hereof, the Purchase Price will be adjusted at Closing if the estimated Closing Working Capital is greater or less than $11,830,000.00 (the “Working Capital Target”). Subject to Section 2.4(f) hereof, if the estimated Closing Working Capital is greater than the Working Capital Target, then the Purchase Price will be increased accordingly on a dollar-for-dollar basis of the full amount of such excess (the “Positive Closing Date Adjustment Amount”) up to an aggregate increase to the Purchase Price of $870,000.00 (the “Positive Closing Date Adjustment Cap”) and if the estimated Closing Working Capital is less than the Working Capital Target, then the Purchase Price will be decreased on a dollar-for-dollar basis by the full amount of such deficiency (the “Negative Closing Date Adjustment Amount”).
Closing Date Working Capital Adjustment. (a) Set forth in Schedule 1.5(a) are the methodologies and assumptions to be used in calculating Closing Date Net Working Capital (including reserves) (the “Working Capital Methodologies”). No later than 45 days following the Closing, Purchaser will prepare or cause to be prepared and deliver to the Company a balance sheet (the “Closing Date Balance Sheet”) reflecting the Net Working Capital of the Company as of the Closing Date, determined in accordance with GAAP consistent with prior years and without giving effect to the Acquisition and otherwise consistent with the Working Capital Methodologies (the “Closing Date Net Working Capital”). “Net Working Capital” means (i) the sum of the Company’s Accounts Receivable, inventories and prepaid expenses and deposits, less (ii) the sum of the Company’s accounts payable and accrued liabilities and customer deposits each calculated in accordance with GAAP. For the avoidance of doubt, Net Working Capital does not include cash, amounts due to any related parties or any portions of any loans payable. Disputes with respect to the Closing Date Net Working Capital will be resolved as follows: