Closing Net Working Capital Adjustment. (a) Within thirty (30) days after the Closing Date, the Buyer shall prepare and deliver to the Seller a pro forma balance sheet of the Company together with a statement of the Closing Net Working Capital (the “Statement of Closing Net Working Capital”) and a copy of all work papers relating to the preparation of the Statement of Closing Net Working Capital. The Statement of Closing Net Working Capital shall be based upon the books and records of the Company and the books and records relating to the Purchased Assets and Assumed Liabilities and shall be prepared in accordance with Modified GAAP. The Seller, and any accountants or advisors retained by the Seller, shall be permitted access to the books and records of the Company and to the personnel familiar with the preparation of the Statement of Closing Net Working Capital for the purposes of reviewing the Statement of Closing Net Working Capital.
(b) The Statement of Closing Net Working Capital shall be final and binding on the Parties unless the Seller shall, within thirty (30) days after the delivery of the Statement of Closing Net Working Capital, deliver to the Buyer written notice of any disagreement with the Statement of Closing Net Working Capital, which notice shall describe the nature of any such disagreement. If the Seller raises any objections within the aforesaid thirty (30) day period, then the Seller and the Buyer shall in good faith attempt to resolve the disputed matter. If the Seller and the Buyer are unable to resolve all disagreements within thirty (30) days after receipt by the Buyer of a written notice of disagreement, then, within ten (10) days thereafter, the Seller and the Buyer shall jointly select an arbiter from a nationally recognized independent public accounting firm that is not the independent auditor of any of the Buyer or the Company or their Affiliates or any firm that has provided services to the Buyer, the Seller or the Company since December 31, 2007 (or such other arbiter as the parties shall mutually select). If the Buyer and the Seller are unable to select an arbiter within such time period, the American Arbitration Association shall make such selection (the Person so selected shall be referred to herein as the “Accounting Arbitrator”).
(c) The Accounting Arbitrator shall consider only those matters set forth in the Statement of Closing Net Working Capital upon which the Buyer and the Seller have disagreed and shall be required to resolve the matters in accordance wi...
Closing Net Working Capital Adjustment. The “Closing Net Working Capital Adjustment” shall mean the difference between the Preliminary Net Working Capital in the Preliminary Net Working Capital Certificate given pursuant to Section 1.5(c)(i) and the Target Net Working Capital (the “Adjustment Amount”). If the Preliminary Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchase Price shall be adjusted downward “dollar for dollar” in an amount equal to the Adjustment Amount. If the Preliminary Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchase Price shall be adjusted upward “dollar for dollar” in an amount equal to the Adjustment Amount.
Closing Net Working Capital Adjustment. (a) Delivery and Review of Closing Net Working Capital Certificate. As promptly as practicable, but not later than sixty (60) days after the Closing Date, Cognitronics will prepare and deliver or cause to be prepared and delivered to the Securityholders' Representative a statement (the "Closing Net Working Capital Certificate") that sets forth the total current assets of the Business minus the total current liabilities of the Business as of 12:01 a.m. on the Closing Date (the "Closing Net Working Capital"). The Closing Net Working Capital shall be determined in accordance with United States generally accepted accounting principles ("GAAP"), provided that (i) deferred revenue, deferred tax assets and deferred tax liabilities shall not be taken into account and (ii) no liability or obligation under any of the Company Notes shall be taken into account. The Securityholders' Representative shall have thirty (30) days from the date on which the Closing Net Working Capital Certificate is delivered (the "Review Period") to review such document. In connection with such review, Cognitronics shall grant the Securityholders' Representative (and any agents and other representatives designated by the Securityholders' Representative) reasonable access to its records and to any work papers of Cognitronics' independent auditors and any other relevant information reasonably requested by the Securityholders' Representative. If the Securityholders' Representative shall disagree with any item or amount shown or reflected in the Closing Net Working Capital Certificate, the Securityholders' Representative may, on or prior to the last day of the Review Period, deliver a notice to Cognitronics setting forth, in reasonable detail, each disputed item or amount and the basis for the Securityholders' Representative's disagreement therewith, together with supporting calculations (the "Dispute Notice"). If no Dispute Notice is received by Cognitronics on or prior to the last day of the Review Period, the Closing Net Working Capital Certificate shall be deemed accepted by the Securityholders' Representative. The rights of the parties to indemnification pursuant to Article VIII shall not be deemed to limit, supersede or otherwise affect the rights to an adjustment of the Initial Principal Amount pursuant to this Section 1.4.
Closing Net Working Capital Adjustment. Notwithstanding anything to the contrary in this Agreement (including Section 1.6(a)), the parties agree that the Merger Consideration and the Closing Cash Merger Consideration amounts shall be adjusted in accordance with this Section 1.9(a). Not later than five (5) Business Days prior to the anticipated Closing Date, the Purchaser shall prepare and deliver to the Equityholders a statement (the “NWC Statement”) setting forth its calculation of the NWC as of the Closing, which shall: (i) be prepared in accordance with GAAP consistent with the manner of preparation of the example NWC calculation attached hereto as Section 1.9 of the Equityholder Disclosure Schedules (the “Example NWC Calculation”); and (ii) include reasonable support for the calculations made therein. Notwithstanding anything to the contrary in this Agreement, the Closing Cash Merger Consideration paid at the Closing by the Purchaser to the Equityholders pursuant to Section 1.6 shall be: (i) reduced, on a dollar-for-dollar basis, by the amount by which the NWC set forth on the NWC Statement (the “Closing NWC”) is less than forty five thousand eight hundred fifty six dollars ($45,856) (the “Target NWC”); or (iii) increased, on a dollar for dollar basis, by the amount by which the Closing NWC is greater than the Target NWC.
Closing Net Working Capital Adjustment. Upon final determination of the Closing Net Working Capital in accordance with this Section 3.02, (i) if such Closing Net Working Capital is more than the Estimated Net Working Capital, Buyer shall, within three Business Days after the date of the final determination of Closing Net Working Capital in accordance with this Section 3.02, pay to Seller by wire transfer an amount equal to the amount by which the Closing Net Working Capital exceeds the Estimated Net Working Capital, and the Purchase Price shall be increased accordingly; and (ii) if such Closing Net Working Capital is less than the Estimated Net Working Capital, an amount equal to the amount by which the Estimated Net Working Capital exceeds the Closing Net Working Capital shall be retained by Buyer from the Holdback Amount pursuant to Section 3.04, and the Purchase Price shall be reduced accordingly. To the extent that any amounts payable to Buyer pursuant to this Section 3.02 exceeds the Holdback Amount, Seller and Owners shall pay to, or as directed by, Buyer the amount of such deficiency within three Business Days after the date of the final determination of the Closing Net Working Capital in accordance with this Section 3.02.
Closing Net Working Capital Adjustment. (a) LCR has delivered a statement to Buyer and Seller setting forth LCR’s reasonable good faith estimate, determined in accordance with the procedures described on Schedule 2.6, of the value of the Net Working Capital as of June 30, 2006 (the “Estimated Net Working Capital”).
(b) If the Closing Net Working Capital is greater than the Estimated Net Working Capital, Buyer shall make an additional payment to Seller in an amount equal to 41.25% of the amount by which the Closing Net Working Capital, as calculated in accordance with this Section 2.6, exceeds the Estimated Net Working Capital, together with interest thereon at the Applicable Rate from and including the Closing Date to the date immediately preceding the date of payment. Such payment shall be made by wire transfer or delivery of other immediately available funds on or before the fifth Business Day after the final determination of the Closing Net Working Capital Adjustment in accordance with this Section 2.
Closing Net Working Capital Adjustment. The closing net working capital adjustment (the “Closing Net Working Capital Adjustment”) shall be an amount equal to the Closing Net Working Capital minus the Target Net Working Capital, as set forth in the Closing Statement (as finally determined pursuant to Sections 3.3(g) and 3.3(h)). For the avoidance of doubt, the Closing Net Working Capital Adjustment can be a positive or negative number.
(i) If the Purchase Price set forth in the Closing Statement is less than the Paid Purchase Price (a “Purchase Price Shortfall”), the Seller shall pay to Buyer an amount equal to the Purchase Price Shortfall; and (ii) if the Purchase Price set forth in the Closing Statement is higher than the Paid Purchase Price (a “Purchase Price Excess”), the Buyer shall pay to the Seller an amount equal to the Purchase Price Excess, in each case, subject to the provisions of Sections 3.3(g), 3.3(h) and3.3(i) below.
Closing Net Working Capital Adjustment. (a) No later than sixty days following the Closing, the Company shall prepare or cause to be prepared and deliver to Delta the Net Working Capital (as defined below) as of the Closing Date, determined in accordance with GAAP and without giving effect to the Acquisition (the "Closing Net Working Capital"). "Net Working Capital" shall mean the sum of the Company's accounts receivable (net of reserves), inventory (net of reserves), prepaid expenses and deposits (up to $200,000 for such expenses and deposits), less accounts payable and accrued liabilities, calculated in accordance with GAAP; provided that there shall be excluded from the computation of Net Working Capital (i) accrued income taxes, (iv) the current portion of long-term debt, (v) the current portion of capital leases of equipment not included in the Assets and (vi) the assets and liabilities set forth in Schedule 1.5
Closing Net Working Capital Adjustment. (a) At least three (3) business days prior to the Closing Date, the Company shall furnish to Purchaser the following (the “Certified Closing Report”): (i) an estimated unaudited consolidated balance sheet as of the proposed Closing Date of the Company and its Subsidiaries certified by an executive officer of the Company and setting forth a good faith estimate of the Net Working Capital of the Company as of the proposed Closing Date (“Estimated Closing Net Working Capital”), (ii) a reasonably detailed supporting calculation of the Estimated Closing Net Working Capital, and (iii) a statement of the amount of any proposed Closing Working Capital Payment or Closing Working Capital Reduction calculated in accordance with Section 2.9(b); provided that the estimated value of the Inventory in the Certified Closing Report shall be determined based on the books and records of the Company, and not on a physical Inventory count. The Certified Closing Report shall be reasonably acceptable to Purchaser.
(b) The Merger Consideration and the corresponding amount payable to Securityholders shall:
(i) be increased, by the amount, if any, that Estimated Closing Net Working Capital exceeds Target Net Working Capital (the amount of any such increase, the “Closing Working Capital Payment”); or
(ii) be decreased, by the amount, if any, that Estimated Closing Net Working Capital is less than Target Net Working Capital (the amount of any such decrease, the “Closing Working Capital Reduction”).
Closing Net Working Capital Adjustment
