Common use of Closing Date Working Capital Adjustment Clause in Contracts

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 Xxxxxx 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 Xxxxxx 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 unearned subscription revenue shall be accrued as liabilities in the amount of such prepayments.

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 Xxxxxx Mxxxxx 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 Xxxxxx Mxxxxx 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 unearned subscription revenue shall be accrued as liabilities in the amount of such prepayments.

Closing Date Working Capital Adjustment. Sellers shall (a) Set forth as Schedule 1.6(a) are the methodologies and assumptions to be entitled to all income earned and collected and be responsible for all expenses incurred used in connection with calculating Closing Date Working Capital (including reserves) (the business and operation of the Publications on or prior to the Closing Date"Prototype Working Capital Methodologies"). 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 No later than forty-five (45) days after the Closing Date. The Purchase Price is subject , the Company shall deliver to Delta a further adjustment for working capital (the “schedule of Closing Date Working Capital Adjustment”) of the Business as of the Closing Date (the "Closing Date Balance Sheet"), determined in accordance with Section 1.6(c) below. The Closing Date GAAP and without giving effect to the Acquisition and otherwise consistently with the Prototype 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 Methodologies. (including, but not limited to, accounts payable, prepaid advertising, unearned subscription revenue, accrued salary, payroll and wages, vacation and sick pay, and similar items b) Disputes 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 shall be resolved as follows: (i) Delta shall have sixty (60) days after receipt of the Closing Date Balance Sheet (as defined in Section 1.6(c)the "Review Period") shall be derived from subsidiary ledgers maintained in accordance with Sellers’ historical accounting practices which reflect accrual basis accounting and are utilized by Xxxxxx Publishing in to assert that any of the preparation elements of consolidated financial statements in accordance with generally accepted accounting principles in or amounts reflected on 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 Xxxxxx 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 not correct or liabilities will be treated as shareholders’ equity and will be excluded from that the Closing Date Working Capital Adjustment 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 will 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 assumed by Buyerdeducted in any calculation of EBIT). All prepaid advertising 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 unearned subscription revenue 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 to reflect such determination, together with supporting calculations. The Working Capital Adjustment Report shall be accrued as liabilities final and binding upon Purchaser, Delta, and Sellers. (iii) If Delta does not deliver a Working Capital Dispute Notice to the Company within the Working Capital Dispute Period, the Closing Date Balance Sheet delivered by the Company (and the calculation of the Closing Date Working Capital) shall be deemed to have been accepted by Delta in the form in which it was delivered by the Company and shall be final and binding upon Purchaser, Delta, and Sellers. (c) Upon final determination of the Closing Date Working Capital pursuant to Sections 1.6(a) and (b), the Purchase Price shall be adjusted as follows: (i) In the event that the Closing Date Working Capital is greater than $3,000,000, then the Purchase Price shall be increased by an amount equal to the difference between the Closing Date Working Capital and $3,000,000 (the "Excess Amount"). The Excess Amount, if any, shall be paid by Delta to the Company by wire transfer of immediately available funds within ten (10) days after the end of the Review Period; provided, however, that if there is a Working Capital Dispute, then Delta shall pay the Excess Amount within ten (10) days after the earlier of the resolution thereof or the issuance of the Working Capital Adjustment Report, with interest thereon at a rate of six percent (6%) per annum on the Excess Amount, with such prepaymentsinterest accruing from and after the Closing Date to and including the date of payment; or (ii) In the event that the Closing Date Working Capital is less than $3,000,000, then the Purchase Price shall be decreased by the difference between $3,000,000 and the Closing Date Working Capital (the "Deficit Amount"). The Deficit Amount, if any, shall be paid by the Company to Delta by wire transfer of immediately available funds within ten (10) days after the end of the Review Period; provided, however, that if there is a Working Capital Dispute, then the Company shall pay the Deficit Amount within ten (10) days after the earlier of the resolution thereof or the issuance of the Working Capital Adjustment Report, with interest thereon at a rate of six percent (6%) per annum on the Deficit Amount, with such interest accruing from and after the Closing Date to and including the date of payment.

Closing Date Working Capital Adjustment. Sellers (a) As promptly as practicable (but in any event within 30 days) after the Closing Date, Buyer shall prepare without audit and deliver to Seller consolidating balance sheets for Xxxxxxx Electric and Ideal Consolidated as of the close of business on the calendar day immediately preceding the Closing Date (collectively, the "Preliminary Closing Date Balance Sheet"), which shall be entitled to prepared and presented on a basis consistent in all income earned respects (including the principles, practices and collected methods of accounting) employed by Xxxxxxx Electric and be responsible for all expenses incurred Ideal Consolidated in connection with the business and operation preparation of the Publications on consolidated 2008 audited financial statements of Seller ("Seller's 2008 Financials"). Seller shall be permitted (at its cost) to participate in the preparation of the Preliminary Closing Balance Sheet; provided (i) it acknowledges that Buyer shall control the preparation of the Preliminary Closing Balance Sheet and (ii) it cooperates in a full and timely manner with all reasonable requests from Buyer for information relating to the preparation of the Preliminary Closing Balance Sheet. Upon receipt of the Preliminary Closing Date Balance Sheet, Seller and its independent accountants ("Seller's Accountants") shall be permitted during the succeeding 30-day period to examine any books and records of Xxxxxxx Electric and Ideal Consolidated and to have reasonable access during normal business hours to officers and employees of Buyer, Xxxxxxx Electric, Ideal Consolidated and Buyer's independent accountants ("Buyer's Accountants") and to the work papers and other documents prepared in the preparation of the Preliminary Closing Date Balance Sheet. At or prior to the end of such 30-day period, Seller shall either inform Buyer in writing that the Preliminary Closing DateDate Balance Sheet is acceptable or object to it in writing setting forth a specific description of Seller's objections. If Seller does not object to the Preliminary Closing Date Balance Sheet prior to the end of such 30-day period, Seller shall be deemed to have accepted such Preliminary Closing Date Balance Sheet. If Seller objects to the Preliminary Closing Date Balance Sheet as provided above, Buyer and Seller shall attempt to resolve any such objections within 20 days after Buyer's receipt of such written objections. If Buyer and Seller are unable to resolve the disputed matters within such 20-day period, they shall jointly select and engage a third firm of independent accountants (the "Third Accountants") to resolve the disputes and to make any adjustments to the Preliminary Closing Date Balance Sheet. The Third Accountants shall only be authorized to resolve issues with the Preliminary Closing Date Balance Sheet to the extent they are in dispute between Buyer and Seller and any resolution of such disputes authored by the Third Accountants shall be within the range established by Buyer in the Preliminary Closing Date Balance Sheet, on the one hand, and by Seller in its timely objections thereto, on the other hand. Buyer, Seller, Buyer's Accountants and Seller's Accountants each shall make readily available to the Third Accountants all relevant books, records, work papers and personnel reasonably requested by the Third Accountants. The Third Accountants' resolution of the disputes and its adjustments, if any, to the Preliminary Closing Date Balance Sheet shall be limited to the matters in dispute between Seller and Buyer and shall be conclusive and binding upon the parties. The final Closing Date Balance Sheet, in the form either accepted by Seller or resolved and adjusted (if adjusted) by the Third Accountants, as the case may be, is herein called the "Closing Date Balance Sheet" for all purposes of this Agreement. Buyer and Seller each shall be entitled to all income earned and be responsible for all the fees and expenses incurred in connection with of their respective accountants, and the business fees and operation expenses 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 Third Accountants, if any, shall be an amount, as of the Closing Date, equal borne by Buyer and Seller in inverse proportion to the dollar value success of Buyer, on 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 payone hand, and similar items Seller, on the other hand, with respect to New Employees the resolution of the items in dispute (as defined in Section 10.5)e.g., and net of Sellers’ reserves for uncollectible receivables established by Sellers in if Seller claims the ordinary course of business consistent with past practice, in each case only to Adjusted Working Capital is $1,000 more than the extent included in the Acquired Assets or the Assumed Liabilities and as amount set forth in the Preliminary Closing Date Balance Sheet). In computing , and if the Closing Date Working Capital AdjustmentThird Accountants resolve the dispute by awarding Seller $300 of the $1,000 contested, components then the costs and expenses of the Third Accountants will be allocated 30% (i.e. 300/1,000) to Buyer and 70% (i.e. 700/1,000) to Seller. (b) Within two business days after the final determination of the Closing Date Balance Sheet as provided for in subsection (a) above, either Seller or Buyer (as defined in Section 1.6(c)applicable) shall make payment to the other party either by adjusting the amount of indebtedness outstanding under the New Note and/or by wire transfer of immediately available funds (the election as to the method of payment shall be derived from subsidiary ledgers maintained at the discretion of the party required to make such payment), as follows: (i) If Adjusted Working Capital, as reflected on the Closing Date Balance Sheet, is less than $2,900,000, then Seller shall pay to Buyer the amount by which Adjusted Working Capital is less than $2,900,000. (ii) If Adjusted Working Capital, as reflected on the Closing Date Balance Sheet, is more than $3,200,000, then Buyer shall pay to Seller the amount by which Adjusted Working Capital is more than $3,200,000. (c) For purposes of this Agreement, "Adjusted Working Capital" means the remainder of (i) total current assets (exclusive of cash, inter-company receivables and deferred income tax assets) of Xxxxxxx Electric and Ideal Consolidated, minus (ii) total current liabilities (exclusive of inter-company payables and deferred income tax liabilities) of Xxxxxxx Electric and Ideal Consolidated, in accordance with Sellers’ historical accounting each case as of the close of business on the calendar day immediately preceding the Closing Date and calculated and presented on a basis consistent in all respects (including the principles, practices which reflect accrual basis accounting and are utilized methods of accounting) employed by Xxxxxx Publishing Xxxxxxx Electric and Ideal Consolidated in the preparation of consolidated financial statements in accordance with generally accepted accounting principles in Seller's 2008 Financials. An example of the United States (“GAAP”). The Closing Date Balance Sheet shall be prepared in a manner consistent with the notes to the Adjusted Working Capital History set forth on Schedule 1.6(acalculation (using Seller's December 31, 2008 unaudited balance sheet) is attached hereto as Exhibit 2.4(c), each line item of which shall reflect components derived from and prepared consistently with the methods used in the preparation of Xxxxxx 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 unearned subscription revenue shall be accrued as liabilities in the amount of such prepayments.

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 term “Closing Date Working Capital Adjustment Capital” shall be mean 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). The Closing Date Working Capital Adjustment shall be an increase to the Purchase Price to the extent the Closing Date Working Capital exceeds a deficit balance of negative $1.5 million (the “Target Working Capital”), or a decrease in the Purchase Price to the extent the Closing Date Working Capital is less than the Target Working Capital. 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 Xxxxxx 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 05799 Asset Purchase AgreementMorris Publishing Group 10 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 Xxxxxx 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 unearned subscription revenue shall be accrued as liabilities in the amount of such prepayments. All cash will be excluded from the Closing Date Working Capital Adjustment and will not be acquired by Buyer.