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 1.2(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 Dollars ($10,000), then the Cash Amount of the Merger Consideration 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 Dollars ($10,000), then the Cash Amount of the Merger Consideration shall be adjusted upward “dollar for dollar” in an amount equal to the Adjustment Amount.
Closing Net Working Capital Adjustment. At least one (1) Business Day before the Closing, the Sellers shall deliver to the Buyer a statement setting forth its good faith estimate of the Net Working Capital of the Companies (the “Estimated Closing Net Working Capital”), which statement shall contain an estimated unaudited combined balance sheet of the Companies (the “Adjustment Balance Sheet”) as of the Closing Date, a calculation of the Estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital Statement”), and a certificate of the Sellers stating that the Adjustment Balance Sheet and the Estimated Closing Net Working Capital was prepared in accordance with GAAP applied on a consistent basis with the preparation of the Target Net Working Capital Statement. If the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, then within five (5) days the Buyer shall make a cash payment to the Sellers that is equal to such excess and such payment will be divided among the Sellers on a Pro Rata Cash Basis. If the Target Net Working Capital exceeds the Estimated Closing Net Working Capital, then either (i) if finally determined at the Closing, the Cash Portion shall be decreased by such excess and such decreased amount shall be divided among the Sellers on a Pro Rata Cash Basis or (ii) within five (5) days of the Closing, the Sellers shall make a cash payment to the Buyer on a Pro Rata Cash Basis that is equal to such excess. Any such adjustment shall be treated as an adjustment to the Purchase Price. The Buyer and the Parent shall be entitled to have access to the books and records of the Companies and the Sellers’ work papers prepared in connection with the Adjustment Balance Sheet and Estimated Closing Net Working Capital Statement and shall be entitled to discuss such books and records and work papers with the Sellers and those other persons responsible for the preparation thereof.
Closing Net Working Capital Adjustment. (a) Within 75 days after the Closing, PESI shall prepare and deliver to Parent a statement (the “Closing Statement”) which reflects, in reasonable detail, the Net Working Capital Amount of the Company as of the Closing (the “Closing Net Working Capital Amount”). The items reflected in the Closing Statement shall be determined using the same principles, policies and methods used in connection with the determination of the Estimated Working Capital Adjustment Amount, except Current Liabilities and Current Assets shall be determined as of the Closing Date. The parties agree to cooperate with each other in connection with the preparation of the Closing Statement and PESI shall make available to Parent all records and workpapers used in preparing the Closing Statement.
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.
Closing Net Working Capital Adjustment. As soon as practicable after the Closing, but in any event within sixty (60) days following the Closing Date, Purchaser shall prepare at its expense, in accordance with GAAP and on a basis consistent with the UC Parties’ past practice, a consolidated balance sheet for the UC Parties as of the Closing Date and its determination of the Closing Net Working Capital (“Purchaser’s Calculation”) and shall deliver in writing such Closing Date balance sheet and Purchaser’s Calculation to the Shareholder Representative (the “Adjustment Notice”). The Adjustment Notice shall include all supporting schedules, analyses, working papers, and other reasonably necessary supporting documentation. Purchaser shall give the Shareholder Representative such assistance and access to the financial books and records, employees and advisors of Purchaser and the UC Parties as the Shareholder Representative may reasonably request in its review of the Adjustment Notice. The Shareholder Representative shall have thirty (30) days from receipt of the Adjustment Notice to notify Purchaser if the Shareholder Representative disputes the Purchaser’s Calculation (the “Dispute Notice”). If the Shareholder Representative does not send a timely Dispute Notice, the Shareholder Representative will be deemed to have accepted Purchaser’s Calculation as the Closing Net Working Capital and the Purchaser’s Calculation shall be final and binding on all Parties. If the Shareholder Representative sends a Dispute Notice, the Dispute Notice shall specify the Shareholder Representative’s determination of the Closing Net Working Capital, shall specify in reasonable detail the nature of any disagreement with the Purchaser’s Calculation, and shall include all supporting schedules, analyses, working papers, and other reasonably necessary supporting documentation. Upon receipt of a timely Dispute Notice, Purchaser and the Shareholder Representative shall in good faith and with reasonable efforts attempt to agree on the Closing Net Working Capital. If Purchaser and the Shareholder Representative cannot agree upon the Closing Net Working Capital within ten (10) days after the Dispute Notice was provided, then Purchaser and the Shareholder Representative shall retain Deloitte & Touche LLP, and if such firm refuses to accept such engagement, then such other independently, nationally recognized accounting firm as chosen by mutual agreement of Purchaser and the Shareholder Representative, to determine the Closing Net Wor...
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. 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.
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. (i) Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Stockholders’ Representative 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 primarily 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 shall be prepared on a basis consistent with the methodology to be employed in the calculation of the Estimated Net Working Capital pursuant to Section 1.09(a). The Stockholders’ Representative, and any accountants or advisors retained by the Stockholders’ Representative, shall be permitted reasonable 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 purpose of reviewing the Statement of Closing Net Working Capital.
Closing Net Working Capital Adjustment. (a) Within one hundred twenty (120) days after the Closing Date, Parent shall prepare and deliver to the Representative a statement of the Closing Net Working Capital (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 its Subsidiaries and shall be prepared in accordance with the principles, policies, estimates and procedures set forth on Schedule 2.09 of the Company Disclosure Schedules. The Representative, and any accountants or advisors retained by the Representative, shall be permitted to review Parent’s working papers related to the preparation of such statements and the books and records of the Company and its Subsidiaries for the purposes of reviewing such statement.
