Closing Payment Adjustment. (a) At least five (5) Business Days prior to the Closing Date, Sellers shall deliver to the Buyer a statement (the “Closing Estimates”), including reasonable supporting documentation, setting forth its good faith estimate of: (i) the Closing Net Working Capital; (ii) the Closing Date Cash; (iii) the Closing Date Debt; and (iv) the Closing Date Company Expenses, all determined in accordance with the Accounting Principles. The Buyer shall be entitled to review, comment on, and request reasonable changes to the Closing Estimates and Sellers shall consider the Buyer’s proposed changes in good faith. If the parties are unable to reach agreement on any of the Buyer’s proposed changes, the Closing Estimates as proposed by Sellers shall control solely for the purposes of calculating the Closing Payment, and shall not limit or otherwise affect the Buyer’s remedies under this Agreement or otherwise or constitute an acknowledgment by the Buyer of the accuracy of the Closing Estimates or the accounting methods or policies utilized in the calculation thereof.
(b) Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to the Seller Representative a statement of Bxxxx’s calculations of: (i) the Closing Net Working Capital; (ii) the Closing Date Cash; (iii) the Closing Date Debt; and (iv) the Closing Date Company Expenses (the “Adjustment Calculations”), all determined in accordance with the Accounting Principles. Each Seller and the Buyer agree that the calculation of Closing Net Working Capital shall be prepared in a format consistent with the sample calculations, which have been included for illustrative purposes only, set forth on Schedule 1.3.
(c) Within thirty (30) days of the Buyer’s delivery of the Adjustment Calculations, the Seller Representative may deliver a written notice to the Buyer of any disagreement with each item contained within the Adjustment Calculations, if any (an “Objection Statement”). For each disputed item, the Seller Representative shall include: (i) the basis for any disagreement, (ii) the nature and amount of such disagreement, and (iii) reasonable supporting documentation, information and calculations thereof for any disagreement. The Seller Representative shall be deemed to have agreed with all other items and amounts contained in the Adjustment Calculations that are not disputed in the Objection Statement. If the Seller Representative fails to properly deliver an Objection Statement, Sellers will be deemed con...
Closing Payment Adjustment. If any of the Closing Liability Amount, the Closing Cash Amount or the Seller Transaction Expenses (as finally determined pursuant to this Section 2.17 and as set forth in the Final Closing Statement) differs from the Estimated Closing Liability Amount, the Estimated Closing Cash Amount or the Estimated Seller Transaction Expenses, respectively, set forth in the Estimated Closing Statement, the following shall occur:
(i) if the recalculated final Closing Payment equals or exceeds the Estimated Closing Payment (such excess, if any, the “Underpayment Amount”), then within two (2) Business Days of the date such recalculation is finally determined in accordance with this Section 2.16, (A) Buyer shall deliver or cause to be delivered to the Transfer Agent and the Surviving LLC (for any compensatory payments) by wire transfer of immediately available funds, an amount equal to the Underpayment Amount, if any, for further disbursement to the Company Holders (pro rata in accordance with their respective Pro Rata Percentages), and (B) Buyer and the Shareholders’ Representative shall jointly instruct the Escrow Agent to deliver to the Transfer Agent and the Surviving LLC (for any compensatory payments) by wire transfer of immediately available funds, any funds in the Adjustment Escrow Account for further disbursement to the Company Holders (pro rata in accordance with their respective Pro Rata Percentages); or
(ii) if the Estimated Closing Payment exceeds the recalculated final Closing Payment (such excess, if any, the “Overpayment Amount”), then within two (2) Business Days of the date such recalculation is finally determined in accordance with this Section 2.16, Buyer and the Shareholders’ Representative shall jointly instruct the Escrow Agent to deliver (A) to Buyer by wire transfer of immediately available funds, an amount equal to the Overpayment Amount from the Adjustment Escrow Account, and (B) to the Transfer Agent and the Surviving LLC (for any compensatory payments) by wire transfer of immediately available funds, any funds remaining in the Adjustment Escrow Account following the disbursement to Buyer pursuant to clause (A) above for further disbursement to the Company Holders (pro rata in accordance with their respective Pro Rata Percentages). In no event shall the Company Holders be responsible for any Overpayment Amount in excess of the funds then-remaining in the Adjustment Escrow Account, which funds shall be Buyer’s sole source of recovery to satisfy ...
Closing Payment Adjustment. 9 ARTICLE III
Closing Payment Adjustment. (i) As promptly as practicable, but in any event within forty-five (45) Business Days following the last day of the month in which the Merger occurs, Purchaser and National City shall agree upon the balance sheet of Madison as of the Effective Time (the "Closing Balance Sheet") and the corresponding "Total Equity Capital" (the "Closing Total Equity Capital"), "Deposits" (the "Closing Deposits Amount"), and the book value of the "Loans" (the "Closing Loans Amount") using the same accounting principles, policies and practices used by Madison in preparation of the December 2004 Balance Sheet. For purposes of this Section 2.03(c)(i), "Deposits" shall not include deposits of Government Authorities in excess of the amount of deposits of Government Authority in the Madison Financial Statements.
Closing Payment Adjustment. If the Company Adjustable Financial Amounts, as finally determined pursuant to the procedures set forth in Section 2.5(e) of the Company Purchase Agreement, differ from the estimated Company Adjustable Financial Amounts determined in accordance with Section 2.5(a) of the Company Purchase Agreement, then the Initial Merger Consideration shall be recalculated using such final figures in lieu of such estimated figures at Closing and the resulting amount calculated after such adjustments is referred to herein as the “Adjusted Initial Merger Consideration”.
Closing Payment Adjustment. (a) Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchaser with a written statement, setting forth a good-faith estimate in reasonable detail of each of the following: (i) the Estimated Closing Cash, (ii) the Estimated Net Working Capital, (iii) the Estimated Closing Indebtedness, (iv) the Estimated Capital Expenditures Amount and (v) the Estimated Transaction Expenses (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (A) Sellers’ determination of each of the Closing Payment Adjustment and the Closing Payment Amount and (B) the account or accounts to which Purchaser shall transfer the Closing Payment Amount, the payments in respect of the Utility Money Pool Agreement and the TransCo Intercompany Notes (if any), and the Estimated Transaction Expenses designated to be paid directly at Closing (if any), in each case pursuant to Section 1.3.
(b) The Estimated Closing Statement shall be prepared in accordance with GAAP and FERC Accounting Requirements, as applicable (“Accounting Principles”), and applied in a manner consistent with the principles, methodologies and adjustments used in connection with the preparation of Appendix II.
Closing Payment Adjustment. At least three (3) Business Days, but not more than five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent and Merger Sub a statement (“Preliminary Statement”) setting forth the Company’s good faith estimate (including all calculations in reasonable detail) of the Net Working Capital as of the Closing Date (the “Preliminary WC”). If the Preliminary WC is less than $5,673,300 (the “Target”), the amount of the Initial Purchase Price payable at Closing will be decreased dollar-for-dollar by such shortfall. If the Preliminary WC is greater than the Target, the amount of the Initial Purchase Price payable at Closing will be increased dollar-for-dollar by such excess amount. Notwithstanding the foregoing, no such adjustment will be made for any difference equal to $10,000 or less. The adjustment to the amount of the Initial Purchase Price payable at Closing made immediately above is referred to herein as a “Preliminary Adjustment”.
Closing Payment Adjustment. Attached hereto as Schedule 2.4 is an estimated net closing working capital statement of the Partnerships (the "Estimated Closing Net Working Capital Statement"). The Estimated Closing Net Working Capital
Closing Payment Adjustment. (a) Within 60 calendar days after the Closing Date, Parent or the Company shall prepare and deliver to the Shareholders’ Representative a statement (the “Closing Statement”) consisting of (i) an unaudited Closing Date Balance Sheet and (ii) a calculation of the amount of Non-Cash Working Capital (the “Closing Date Non-Cash Working Capital Amount”) as of the Closing Date, as reflected on the Closing Date Balance Sheet. The Closing Statement will be finalized (as finalized, the “Final Closing Statement”) by the parties in accordance with the procedures set forth in Section 2.09(c). If the Shareholders’ Representative does not object in writing to any item set forth on the Closing Statement by complying in full with Section 2.09(c), the Closing Statement shall be deemed to have been finalized by the parties as the Final Closing Statement and, as a result thereof shall be final, conclusive, and binding on each of the parties and shall become the Final Closing Statement for purposes of this Agreement. If the Shareholders’ Representative objects in writing to any item set forth on the Closing Statement as provided in Section 2.09(c), then the Final Closing Statement shall be determined in accordance with Section 2.09(c), and then shall be final, conclusive, and binding on each of the parties.
(b) Based on the Final Closing Statement, the Closing Payment Amount shall be adjusted on a dollar-for-dollar basis by the amount of the difference, if any, between
(i) the final Closing Date Non-Cash Working Capital Amount determined from the Final Closing Statement; and
(A) the Target Non-Cash Working Capital Amount plus the amount, if any, by which (w) the Projected Non-Cash Net Working Capital Amount exceeded (x) the Target Non-Cash Net Working Capital Amount; or
(B) the Target Non-Cash Working Capital Amount minus the amount, if any, by which (y) the Target Non-Cash Working Capital Amount exceeded (z) the Projected Non-Cash Working Capital Amount (the parties acknowledging that (ii)(A) and (B) are mutually exclusive) (the “Adjustment”). If the Adjustment is a negative amount, then the Closing Payment Amount shall be reduced by the absolute value of the Adjustment. If the Adjustment is a positive amount, the Closing Payment Amount shall be increased by the Adjustment. If the Adjustment results in a reduction to the Closing Payment Amount, the Shareholders’ Representative shall pay the amount of such reduction to the Closing Payment Amount to Parent by wire transfer of i...
Closing Payment Adjustment. On the Business Day immediately prior to the Closing, the Company shall confirm or recalculate (i) the Estimated Working Capital Amount (the “Closing Estimated Working Capital Amount”) and (ii) the Estimated Transaction Expenses (the “Closing Estimated Transaction Expenses”), and such estimates shall be included in the Closing Certificate. The acceptance by Buyer of any of the foregoing estimates shall not limit or otherwise affect the parties’ remedies under this Agreement, including Buyer’s right to include such proposed changes or other changes in the Buyer Post-Closing Statement, nor shall it constitute an acknowledgment by Buyer of the accuracy of any of such amounts.