Closing Net Working Capital. (a) As soon as reasonably practicable following the Closing Date, and in any event within forty-five (45) days thereafter, Buyer shall prepare and deliver to Seller its determination of the Closing Net Working Capital, together with reasonably detailed supporting documentation, including Buyer’s calculation of the Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein (the “Buyer Closing Statements”).
(b) Within forty-five (45) days after receipt by Seller of the Buyer Closing Statement, Seller shall notify Buyer as to whether Seller agrees or disagrees with any components of the Buyer Closing Statements and, if Seller disagrees, such notice shall set forth in reasonable detail the particulars of such disagreement, including calculation by Seller of the Working Capital Adjustment (“Notice of Disagreement”). If Seller provides the notice pursuant to which it agrees with each of the components of the Buyer Closing Statements or does not provide a Notice of Disagreement within such forty-five (45) day period, then Seller shall be deemed to have accepted the calculations and the amounts set forth in the Buyer Closing Statement delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If any such Notice of Disagreement is timely provided, then Seller and Buyer shall use commercially reasonable efforts for a period of thirty (30) days thereafter to resolve any disagreements with respect to the calculations or amounts identified in the Notice of Disagreement. Any item or amount to which no dispute is raised in the Notice of Disagreement will be final, conclusive and binding on the Parties. In connection with the review by Seller of the Buyer Closing Statements, Buyer shall provide to Seller and its Representatives reasonable access to the records, employees and accountants of Buyer and its Subsidiaries, including the Purchased Subsidiaries, and shall cause the employees of Buyer and its Subsidiaries, including the Purchased Subsidiaries, to cooperate in all reasonable respects with Seller and its Representatives in connection with its review of such work papers and other documents and information relating to the calculation of the Working Capital Adjustment as Seller may reasonably request and that are available to Buyer and its Subsidiaries, including the Purchased Subsidiaries, or their accountants.
(c...
Closing Net Working Capital. Parent shall agree in writing to the calculation of the Closing Net Working Capital.
Closing Net Working Capital. As promptly as possible and in any event within thirty (30) days after the Closing Date, Purchaser shall in good faith and in consultation with Seller prepare and deliver to Seller a good faith calculation of the Net Working Capital of Seller as of the Closing Date (the “Closing Net Working Capital”). Seller will have reasonable access to all work papers and books and records of the Business used by Purchaser in its calculation of the Closing Net Working Capital.
Closing Net Working Capital. As promptly as practicable, but in any case no later than forty-five (45) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Sellers a closing statement (the “Closing Statement”) setting forth Purchaser’s calculation, calculated in accordance with the Accounting Principles, of (i) the Cash and Cash Equivalents (the “Closing Cash”), (ii) the amount of Indebtedness of the Companies and their Subsidiaries outstanding (“Closing Indebtedness”), (iii) the Other Adjustments (“Closing Other Adjustments”) and (iv) Net Working Capital (the “Closing Net Working Capital”), in each case as of the Closing Time.
Closing Net Working Capital. As promptly as practicable, but in any case no later than seventy-five (75) days after the Closing Date, Purchasers shall cause to be prepared and delivered to Sellers a closing statement (the "Closing Statement") setting forth Purchasers' calculation, calculated in accordance with Exhibit A hereto, of (i) the aggregate Cash and Cash Equivalents as of immediately prior to the Closing (the "Closing Cash"), (ii) the amount of aggregate Indebtedness of the Target Companies and their respective Subsidiaries outstanding as of immediately prior to the Closing ("Closing Indebtedness"), (iii) as of immediately prior to the Closing, the Other Adjustments ("Closing Other Adjustments") and (iv) as of immediately prior to the Closing, Net Working Capital (the "Closing Net Working Capital").
Closing Net Working Capital. Within 60 days after the Closing ---------------------------- Date, Buyer shall prepare and deliver to Seller a statement (the "Statement") --------- setting forth Net Working Capital as of the close of business on the business day preceding the Closing Date ("Closing Net Working Capital") certified by an --------------------------- officer of Buyer to the effect that the Statement has been prepared in accordance with the requirements of this Section 2(b). Closing Net Working Capital is to be calculated at fair value in accordance with generally accepted accounting principles. Inventories of the Business are to be valued at prevailing market prices as of the close of business on the business day preceding the Closing Date. Open purchase and sale contracts, including swaps, options and futures, are to be marked to market at prevailing market prices as of the close of business on the business day preceding the Closing Date.
Closing Net Working Capital. 1 Code ....................................................... 7
Closing Net Working Capital. If the Target Net Working Capital exceeds the Closing Net Working Capital, the Cash Consideration portion of the Aggregate Purchase Price shall be reduced, dollar-for-dollar, by the amount by which the Target Net Working Capital exceeds the Closing Net Working Capital (after taking into effect any payments in respect of Estimated Closing Net Working Capital pursuant to Section 1.5(c)(ii) above), and such amount shall be payable to Buyer, dollar-for-dollar, out of the Escrow Funds. If the Target Net Working Capital is less than the Closing Net Working Capital, the Cash Consideration portion of the Aggregate Purchase Price shall be increased, dollar-for-dollar, by the amount by which the Closing Net Working Capital exceeds the Target Net Working Capital (after taking into effect any payments in respect of Estimated Closing Net Working Capital pursuant to Section 1.5(c)(ii) above), and such amount shall be paid by Buyer, dollar-for-dollar, to the Sellers. The adjustments referred to in Section 1.5(c) above and this Section 1.5(h) are referred to as the “Net Working Capital Adjustments.”
Closing Net Working Capital. (a) Not later than three Business Days prior to New York Closing, Assignors shall deliver in writing to NB Group, Assignors’ good faith estimate of the New York Closing Net Working Capital (the “Estimated New York Closing Net Working Capital”). At the New York Closing, (i) if the Estimated New York Closing Net Working Capital exceeds the New York Regulatory Capital (provided that for the purposes of this calculation, the New York Regulatory Capital shall in no event be deemed to exceed $10 million), then Assignors shall be entitled to retain current New York Transferred Assets included in the calculation of Estimated New York Closing Net Working Capital having an aggregate value equal to such excess (the “New York Excess Amount”), provided that the New York Excess Amount shall be allocated among cash and cash equivalents and other current assets in a manner such that the current New York Transferred Assets to be delivered to NB National Bank TC at the New York Closing by Assignors in respect of this Section 3.2(a) shall be comprised of the type or types of assets set forth in the New York Application, or (ii) if the Estimated New York Closing Net Working Capital is less than the New York Regulatory Capital (provided that for the purposes of this calculation, the New York Regulatory Capital shall in no event be deemed to exceed $10 million), then Assignors shall deliver an amount of cash equal to such deficiency to NB Group at the Closing. For the avoidance of doubt, any current New York Transferred Assets retained by Assignors as a result of the application of clause (i) above shall constitute Excluded Assets.
(b) Not later than three Business Days prior to Delaware Closing, Assignors shall deliver in writing to NB Group, Assignors’ good faith estimate of the Delaware Closing Net Working Capital (the “Estimated Delaware Closing Net Working Capital”). At the Delaware Closing, (i) if the Estimated Delaware Closing Net Working Capital exceeds the Delaware Regulatory Capital (provided that for the purposes of this calculation, the Delaware Regulatory Capital shall in no event be deemed to exceed the Delaware Maximum Regulatory Amount), then Assignors shall be entitled to retain current Delaware Transferred Assets included in the calculation of Estimated Delaware Closing Net Working Capital having an aggregate value equal to such excess (the “Delaware Excess Amount”), provided that the Delaware Excess Amount shall be allocated among cash and cash equivalents an...
Closing Net Working Capital. The Purchase Price payable hereunder shall be subject to an adjustment following the Closing Date in accordance with this Section 2.3 if and to the extent that SCWW’s Closing Net Working Capital Amount shall be less than $250,000. The Seller, CLW and SCWW shall cause SCWW's cash balances as of the Closing Date to be at least $400,000 less the $200,000 Seller’s receipt of cash referred to in this Section. “Closing Net Working Capital Amount” means the aggregate net working capital (current assets less cash less current liabilities) of the Company, taken together, immediately upon completion of the Closing. If the Closing Net Working Capital Amount is less than $250,000 (hereinafter, the “Net Working Capital Deficiency Amount”), GEM shall be entitled to adjust the Seller’s Note (with effect on the amount of the first Installment thereon) for the Net Working Capital Deficiency Amount. The Closing Balance Sheet at October 31, 2009 (the "Closing Balance Sheet") shall be prepared in accordance with GAAP; for purpose of the Closing Balance Sheet, GAAP excludes the cash required to service long term debt, which long term debt currently is characterized as a current liability of approximately $300,000 on SCWW’s balance sheet. Prior to Closing, SCWW shall have paid to Seller $200,000 in cash from the accounts of SCWW. As soon as reasonably practicable, but in no event later than 60 days after the Closing Date, the Purchaser will deliver to Seller a schedule (the “Closing Net Working Capital Schedule”) which shall include a calculation of the Closing Net Working Capital Amount. Upon receipt of Purchaser’s calculation of the Closing Net Working Capital Amount, Seller shall be permitted during the succeeding forty-five (45) day period (the “Review Period”) full access at all reasonable times to the books and records of the Company as Seller may reasonably request for the purpose of reviewing Purchaser’s calculation of the Closing Net Working Capital Amount. On or prior to the last day of the Review Period, Seller may object to Purchaser’s calculation of the Closing Net Working Capital Amount by delivering to Purchaser a written statement setting forth a reasonable basis for such objection (a “Statement of Objections”). If Seller fails to deliver a Statement of Objections within the Review Period, Purchaser’s calculation of the Closing Net Working Capital Amount shall be deemed to have been accepted by the Parties. If Seller delivers a Statement of Objections within the...
