Closing Working Capital Adjustment a. Purchaser shall be entitled, within 75 days after the Closing, to prepare and deliver to Sellers’ Agent a statement (the “Purchaser Working Capital Statement”) setting forth Purchaser’s calculation of the Acquired Companies Working Capital at the Closing, including each respective component thereof (the “Purchaser Working Capital Determination”).
b. If Purchaser delivers a Purchaser Working Capital Statement in accordance with Section 4.3(a) within 75 days after the Closing, (i) Sellers’ Agent shall have a period of 30 days after delivery of the Purchaser Working Capital Statement (the “Working Capital Objection Period”), to deliver to Purchaser a statement (the “Working Capital Objection Statement”) setting forth any objections that Sellers’ Agent may have to the Purchaser Working Capital Determination, including a reasonably detailed explanation of the basis for each such objection along with reasonably detailed supporting calculations. If Sellers’ Agent does not deliver to Purchaser a Working Capital Objection Statement by the end of the Working Capital Objection Period, or if during the Working Capital Objection Period Sellers’ Agent delivers to Purchaser written notice that Sellers’ Agent accepts the Purchaser Working Capital Statement and the Purchaser Working Capital Determination, then the Purchaser Working Capital Statement and the Purchaser Working Capital Determination shall be considered final, conclusive and binding. If Sellers’ Agent does deliver a Working Capital Objection Statement by the end of the Working Capital Objection Period, Sellers’ Agent and Purchaser shall attempt in good faith to resolve any disputed items. Purchaser and Sellers’ Agent shall reasonably cooperate with and assist each other in resolving any items disputed by Sellers’ Agent in good faith, including by making available and granting reasonable access (during normal business hours and subject to Purchaser’s reasonable security measures and insurance requirements) to records and employees of the Company (provided that Sellers’ Agent is bound by a duty of a confidentiality satisfactory to Purchaser and Sellers’ Agent is not, in Purchaser’s judgment, intrusive or disruptive). If Sellers’ Agent and Purchaser are unable to resolve all or any of the disputed items within 60 days after delivery of the Working Capital Objection Statement, then the remaining disputed items shall be submitted to the Neutral Auditor. The Neutral Auditor shall be instructed that, (A) with resp...
Closing Working Capital Adjustment. (i) Within 60 days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement setting forth its calculation of Closing Working Capital and the Post-Closing Adjustment, which statement shall be substantially in the form of the Estimated Working Capital Statement (the “Closing Working Capital Statement”) and will use the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end and in preparation of the Estimated Working Capital Statement, subject to the modifications and limitations set forth on the Estimated Working Capital Statement.
(ii) The “Post-Closing Adjustment” shall be an amount equal to the Closing Working Capital minus the Estimated Working Capital. If the Post-Closing Adjustment is a positive number, Buyer shall pay to the Sellers, to an account designated in writing by the Sellers, an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment, which payment shall be made first from the Adjustment Escrow Fund (and Sellers and Buyer will take all actions required under the Escrow Agreement to cause such payment to be made by the Escrow Agent to Buyer) and in the event that the available amount in the Adjustment Escrow Fund is insufficient to pay the full amount of the Post-Closing Adjustment to Buyer, Sellers will pay the amount of such deficiency to an account designated in writing by Buyer. Following payment of the Post-Closing Adjustment in accordance with this Section 2.06(a)(ii), the amount, if any, remaining in the Adjustment Escrow Fund shall be paid to Sellers (and Sellers and Buyer will take all actions required under the Escrow Agreement to cause such payment to be made).
Closing Working Capital Adjustment. (a) At least five (5) Business Days prior to the Closing Date, Parent shall prepare and deliver to Buyer, or shall cause to be prepared and delivered to Buyer, a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of Closing Working Capital, Retained Cash Balances, Capex Shortfall, and Transferred Company Indebtedness, determined in accordance with the definitions of Closing Working Capital, Retained Cash Balances, Capex Shortfall, Transferred Company Indebtedness and, except as set forth on Schedule 2.4(a) of the Disclosure Letter, GAAP applied on a basis consistent with the application of such principles in the preparation of the Balance Sheet; provided that the Retained Cash Balances and Transferred Company Indebtedness included in the Estimated Closing Statement shall not include any Retained Cash Balances or Transferred Company Indebtedness arising under any Enterprise Agreements, which amount, if any, shall be included in the final determination of the Retained Cash Balances and Transferred Company Indebtedness.
(b) The Purchase Price payable on the Closing Date shall be calculated in accordance with Section 1.2 as if Parent’s estimate of Closing Working Capital, Retained Cash Balances and Transferred Company Indebtedness set forth in the Estimated Closing Statement was the actual amount of Closing Working Capital, Retained Cash Balances and Transferred Company Indebtedness. The Purchase Price as so estimated is referred to as the
Closing Working Capital Adjustment. (a) At least five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer, or shall cause to be prepared and delivered to Buyer, a statement substantially in the form attached hereto as Exhibit E (the “Estimated Closing Statement”) setting forth its good faith estimate of Closing Working Capital determined in accordance with GAAP applied using the same principles, practices, methodologies and policies used in the preparation of the Balance Sheet, and Retained Cash Balances.
(b) The Purchase Price payable on the Closing Date shall be calculated in accordance with Section 1.2 as if Seller’s estimate of Closing Working Capital and Retained Cash Balances set forth in the Estimated Closing Statement was the actual amount of Closing
Closing Working Capital Adjustment. In addition to any adjustment set forth in Section 3.03(b), the number of shares of Parent Common Stock issued as Closing Date Merger Consideration shall be increased or decreased as follows: (A) increased, by the number of shares of Parent Common Stock equal to the quotient determined by dividing (1) the amount by which the Estimated Closing Working Capital exceeds the Working Capital Target, by (2) the Average Closing Price, or (B) decreased, by the number of shares of Parent Common Stock equal to the quotient determined by dividing (1) the amount by which the Working Capital Target exceeds the Estimated Closing Working Capital, by (2) the Average Closing Price, in either case as such values are determined in accordance with Section 3.03(a).
Closing Working Capital Adjustment. The Base Purchase Price shall be reduced at Closing, by $1.00 for each $1.00 that the Seller's Adjusted Working Capital (as hereinafter defined) as reflected on the Preliminary Closing Balance Sheet (the "Closing Adjusted Working Capital Amount") is less than $0 (the "Closing Working Capital Adjustment"). The Seller's Adjusted Working Capital shall mean the Seller's current portion of Purchased Assets, calculated pursuant to GAAP, less: (i) the portion of Trade Accounts Receivable that are more than 90 days past the original invoice date, calculated pursuant to GAAP, and (ii)
Closing Working Capital Adjustment. (i) Within 3 Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer (A) a statement setting forth its calculation of Estimated Closing Working Capital, which statement shall be substantially in the form of Section 2.06(a)(i) of the Disclosure Schedules (the “Estimated Closing Working Capital Statement”), and (B) a certificate of the chief financial officer of Seller that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied in a manner consistent with the same accounting methods, practices, principles, policies and procedures used by Seller in preparing the Balance Sheet. Seller will grant Buyer and Buyer’s accountants full access to the relevant books and records of Seller, the personnel of, and work papers prepared by, Seller and/or Seller’s accountants to the extent that they relate to the Estimated Closing Working Capital Statement and to such historical financial information relating to the Estimated Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Estimated Closing Working Capital Statement, provided, that such access shall be in a manner that does not interfere with the normal business operations of Seller. If Buyer raises any objections to the Estimated Closing Working Capital Statement, Buyer and Seller shall in good faith attempt to resolve any objections prior to the Closing, and Seller shall make such revisions to the disputed items as may be mutually agreed between Buyer and Seller.
(ii) At the Closing, the Purchase Price shall be (A) increased by the amount, if any, by which the Estimated Closing Working Capital exceeds the Target Working Capital or (B) decreased by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital.
Closing Working Capital Adjustment. (a) As promptly as reasonably practicable, but in no event later than twenty-five (25) calendar days following the Closing Date, Parent shall cause to be prepared in good faith and in accordance with GAAP and the accounting principles and policies of the Company as of the Measurement Date consistently applied with prior periods (the “Company Accounting Principles and Procedures”), and shall deliver to the Shareholder Representative (the “Receiving Party”) (i) a statement setting forth in reasonable detail the Company’s calculation of the Closing Working Capital and (ii) reasonable supporting detail thereof (the calculations and items set forth in the foregoing clauses (i) and (ii) are referred to herein as the “Working Capital Statement”). Following delivery of the Working Capital Statement, the Company shall permit the Receiving Party (and its Representatives) reasonable access to the personnel, accountants and properties of the Company, the Surviving Company (if applicable) and their respective Subsidiaries, and their respective books, records, contracts and other documents of the Company, the Surviving Company (if applicable) and their respective Subsidiaries that are or could reasonably be relevant to the calculation of Closing Working Capital or preparation of the Working Capital Statement.
(b) Following the delivery of the Working Capital Statement, the Receiving Party may dispute all or any portion of the calculation of the Closing Working Capital set forth in the Working Capital Statement, and may deliver a written notice (a “Dispute Notice”) to Parent prior to the expiration of the twenty-five (25) day period commencing upon receipt by the Receiving Party of the Working Capital Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. If the Receiving Party does not deliver a Dispute Notice prior to the expiration of the Review Period, the calculation of the Closing Working Capital set forth in the Working Capital Statement shall be deemed final and binding on all of the parties for all purposes of this Agreement.
(c) If the Receiving Party delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Shareholder Representative and Parent shall use good faith efforts to reach agreement on the calculation of the Closing Working Capital and all such discussions and communications related thereto shall be governed by Rule 408 of the ...
Closing Working Capital Adjustment. “Closing Working Capital Adjustment” means an amount equal to $630,000 less Closing Working Capital. The Closing Working Capital Adjustment may be positive or negative, it being understood that an increase in Working Capital relative to the referenced amount will result in an increase in the Merger Consideration and a decrease will result in a reduction in the Merger Consideration.
Closing Working Capital Adjustment. (a) Within ninety (90) days after the Closing Date, the Purchaser shall prepare and deliver to Sellers a statement (“Closing Working Capital Statement”) consisting of an internally prepared unaudited consolidated balance sheet of the Sellers as of the Closing Date (“Closing Balance Sheet”) and a good faith calculation of the Closing Working Capital, in each case, prepared in good faith in accordance with the accounting principles, practices, methodologies and other procedures set forth in the Working Capital Schedule (“Applicable Accounting Principles”).
