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.
Closing Payment Adjustment. 9 ARTICLE III
Closing Payment Adjustment. Subject to the provisions of Section 7.5(a) hereof, within five (5) Business Days after the final determination of the Final Balance Sheet pursuant to Section 1.6(b) of this Agreement, the Closing Payment will be adjusted (the amount of any such adjustment, the “Closing Payment Adjustment”) and the Parent, the Company Stockholders or the Escrow Agent, as the case may be, will make whatever payments to each other as are necessary, if any, such that the Closing Payment is what it would have been had (i) the Estimated Debt equaled the Debt reflected on such Final Balance Sheet; and (ii) the Estimated Working Capital equaled the Closing Date Working Capital reflected on such Final Balance Sheet. In the event a Closing Payment Adjustment becomes payable to the Parent hereunder, the Parent shall seek such payment (i) first out of the Escrow Shares (using the Parent Share Price calculated as of the Closing Date), (ii) to the extent the Escrow Shares is insufficient to pay in full such Closing Payment Adjustment, out of any other amounts of the Aggregate Merger Consideration payable to the Company Stockholders hereunder, whether by right of setoff (as contemplated under Section 7.5(a) and Section 8.8) or otherwise or (iii) only if (i) and (ii) are insufficient, from the Company Stockholders. Notwithstanding the foregoing sentence, if legal counsel for the Stockholder Representative determines that an adjustment to the method of payment of the Closing Payment Adjustment is necessary in order to preserve the treatment of the Merger as a “reorganization” under Section 368 of the Code, the Stockholder Representative shall have the option (to be exercised in writing delivered to Parent) of tendering Cash in payment of a Closing Payment Adjustment to be paid to Parent by wire transfer within thirty (30) days after the Final Balance Sheet has become final and binding on all Parties. AGREEMENT AND PLAN OF MERGER
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.
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")
Closing Payment Adjustment. The payment described in Section 1.3(b)(ii) shall be subject to adjustment as follows:
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:
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) As promptly as possible, but in any event within 60 days after the Closing Date, Seller will prepare and deliver to Buyer, (i) an unaudited balance sheet of the Company as of the Closing Time (but excluding any effect of the consummation of the Contemplated Transactions) and (ii) its calculation in reasonable detail of Cash, Indebtedness, and Net Working Capital that is derived therefrom together with any supporting documentation and the Purchase Price resulting therefrom (together, the “Closing Statement”); provided that, in the event Buyer or the Company does not provide any papers or documents reasonably requested by Seller or any of its representatives within five Business Days of request therefor (or such shorter period as may remain in such 60 day period), such 60 day period will be automatically extended by one Business Day for each additional day required for Buyer or the Company to reasonably respond to such request; and provided, further, that the Net Working Capital set forth in the Closing Statement shall include amounts for each of the line items set forth on the Net Working Capital Calculation Schedule. The Closing Statement will be prepared in a manner consistent with the definitions of the terms Cash, Indebtedness and Net Working Capital and the accounting principles and practices referred to therein. The Closing Statement will entirely disregard (i) any and all effects on the Company (including the assets and liabilities of the Company) as a result of the Contemplated Transactions or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the Contemplated Transactions, and (ii) any of the plans, transactions, funding, payments or changes which Buyer initiates or makes or causes to be initiated or made at or after the Closing with respect to the Company or their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities.
Closing Payment Adjustment. (a) Buyer and the Shareholder agree -------------------------- that the Initial Purchase Price shall be decreased by $440,769 (the "Adjustment Amount") reflecting the amount by which the Companies' "working capital" as of September 30, 1999 was less than $3,500,000. As used in this Section 3.3, ----------- "working capital" shall mean the Companies' current assets less their current liabilities as derived from and based on, except as otherwise provided in Schedule 3.3 hereto, the Interim Financial Statements. Interim Financial ------------ Statements shall mean the combined financial statements of the Companies as at and for the nine-month period ended on September 30, 1999 prepared by the Companies and audited by Buyer's independent auditors and which are attached as part of Schedule 4.5 hereto. "Working capital" and the Adjustment Amount have ------------ been calculated as set forth on Schedule 3.3 hereto. -------------------
