Closing Statement Adjustment. (a) On the Closing Date, Shareholders shall deliver to Parent a written statement (the “Estimated Closing Statement”) in form and substance reasonably satisfactory to Parent, setting forth Shareholders’ good faith estimate as of the Closing Date of, and the components and calculation of, (i) the Closing Cash (the “Estimated Closing Cash”), (ii) the Closing Working Capital (the “Estimated Closing Working Capital”), (iii) the Closing Indebtedness (the “Estimated Closing Indebtedness”), and (iv) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”). The Estimated Closing Statement, and the Estimated Closing Cash, Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses shall be adjusted as necessary on the Closing Date to reflect any adjustments reasonably requested by Parent and satisfactory to Shareholders in their reasonable discretion.
Closing Statement Adjustment. (a) After the Closing, a payment shall be made based on the final determination of the Closing Date Working Capital corresponding to each Company, in accordance with Section 2.7. If, in any Company, the Closing Date Working Capital is greater than zero, the Buyer will pay the difference to Sellers in accordance with Section 2.7; and if, in any Company, the Closing Date Working Capital is less than zero, the Guarantor shall exercise the Working Capital Set-Off Right in accordance with Section 2.5 and Section 2.7, and if such amount is not sufficient to cover the obligations of the Sellers under this Section 2.6, Sellers will pay the shortfall to the Buyer in accordance with Section 2.7. The amount to be paid as provided in this Section 2.6 is referred to as the “Closing Statement Adjustment.” The Closing Date Working Capital estimated by the Sellers is set forth on Schedule 2.6(a) hereto. Schedule 2.6(a) sets forth: (i) the calculation of the Closing Date Working Capital estimated by the Sellers, and (ii) all provisions and contingencies that are not considered in the Closing Date Working Capital calculation. All line items of the balance sheet of each of the Companies are included in Schedule 2.6(a), either in part (i) for the calculation of the Closing Date Working Capital, or in part (ii) in order to disclose which line items of such balance sheet are not considered in the Closing Date Working Capital calculation.
Closing Statement Adjustment. (a) On the Closing Date, Members shall deliver to Parent a written statement (the “Estimated Closing Statement”) in form and substance reasonably satisfactory to Parent, setting forth Members’ good faith estimate as of the Closing Date of, and the components and calculation of, (i) the Closing Cash (the “Estimated Closing Cash”), (ii) the Closing Working Capital (the “Estimated Closing Working Capital”), (iii) the Closing Indebtedness (the “Estimated Closing Indebtedness”), and (iv) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”). The Bonus Share Value shall not be included in the amount of Transaction Expenses for purposes of the adjustments set forth in this Section 1.7; provided, however, that all related Taxes (with respect to the delivery of Bonus Shares in payment of Transaction Bonuses) that constitute Transaction Expenses shall be included in amount of Transaction Expenses for purposes of the adjustments set forth in this Section 1.7. The Estimated Closing Statement, and the Estimated Closing Cash, Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses shall be adjusted as necessary on the Closing Date to reflect any adjustments reasonably requested by Parent and satisfactory to Members in their reasonable discretion. The Estimated Closing Statement shall set forth the Estimated Cash Payment based on such estimates.
Closing Statement Adjustment
