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. (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. (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) 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.
(b) Buyer will, and, from and after the Closing will cause the Company to, (i) provide Seller and its representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Company for purposes of their preparation of the Closing Statement, and (ii) reasonably cooperate with Seller and its representatives in connect...
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. -------------------
Closing Payment Adjustment. (a) Seller will cause to be delivered to Buyer, three business days prior to Closing Date, (i) an estimated statement of the Net Assets of Seller as of the open of business on the Closing Date (the "Estimated Net Assets Statement") to be prepared in good faith in conformity with GAAP in effect on the Closing Date applied on a basis consistent with the Financial Statements and (ii) a certificate as to the preparation of the Estimated Net Assets Statement executed by the president of Seller. Buyer and its representatives shall have full access to all relevant books and records and employees of Seller in connection with Seller's preparation, and Buyer's review, of the Estimated Net Assets Statement. The term "Net Assets" means (i) the accounts receivable, inventory, prepaid expenses and deposits of Seller less (ii) the accounts payable and accrued expenses of Seller, in each case determined in accordance with GAAP in effect on the Closing Date applied on a basis consistent with the Financial Statements; provided, however, that for purposes of this Agreement, Net Assets shall be reduced by the cost to Buyer of maintaining the Letter of Credits for 180 days, unless Buyer elects to have Seller and the Doolittles maintain the Letter of Credits in accordance with Section 4.17(a). Notwithstanding anything to the contrary contained herein, in no event shall Net Assets include any amounts relating to income Taxes.
Closing Payment Adjustment. (a) Sellers will cause to be delivered to Buyer, three (3) business days prior to the date hereof, (i) an estimated statement of the Working Capital of Sellers as of the open of business on the date hereof (the "Estimated Working Capital Statement") to be prepared in good faith in conformity with GAAP in effect on the date hereof applied on a basis consistent with the Financial Statements and (ii) a certificate as to the preparation of the Estimated Working Capital Statement executed by the president of each Seller. Buyer and its representatives shall have full access to all relevant books and records and employees of Sellers in connection with Sellers'
