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. (a) As promptly as practicable after the Closing Date, but in no event later than sixty (60) days thereafter, Buyer shall prepare and deliver to Cenveo Corp a schedule (the “Buyer’s Closing Schedule”) setting forth in reasonable detail Buyer’s calculation of the Closing Working Capital along with a copy of the computations used in connection therewith. Buyer shall give Cenveo Corp and its representatives reasonable access to the work papers used in connection with the preparation of the Buyer’s Closing Schedule; provided that if Buyer employs a firm of independent accountants in connection with the preparation of the Buyer’s Closing Schedule, then Buyer shall cause such independent accountants to give Cenveo Corp and its representatives reasonable access to any computations and work papers used in the preparation of the Buyer’s Closing Schedule (provided, that Cenveo Corp and any of its representatives requesting any computations or work papers prepared by any independent accounting firm shall have executed and delivered any non-reliance release or other agreements reasonably required by the independent accounting firm that has prepared such computations or work papers). Buyer and its representatives will also give, upon reasonable prior notice, Cenveo Corp and its representatives reasonable access, during the normal business hours of Buyer and the Companies and Company Subsidiaries, to personnel responsible for, or with knowledge regarding, information used in the preparation of the Buyer’s Closing Schedule and books and records of the Companies and Company Subsidiaries used in the preparation or reasonably related to the calculation of Closing Working Capital, in each case, as reasonably requested by Cenveo Corp to assist it (if necessary) in the preparation of the Sellers’ Dispute Notice. Cenveo Corp will notify Buyer in writing (the “Sellers’ Dispute Notice”) within thirty (30) days after receiving the Buyer’s Closing Schedule if Cenveo Corp disagrees with Buyer’s calculation of the Closing Working Capital as set forth in the Buyer’s Closing Schedule, which notice shall set forth in reasonable detail the name of the Company(ies) or Company Subsidiary(ies) to which the disputed calculation relates, the basis for such disagreement and dollar amount of each dispute and Cenveo Corp’s calculation of the Closing Working Capital. If no Sellers’ Dispute Notice is received by Buyer within such thirty (30)-day period, then Buyer’s calculation of the Closing Work...
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. (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 a. The Parties hereby acknowledge that, in accordance with Section 2.04(b) of the MIPA, Parent timely provided Carlyle and Xxxxx a statement setting forth its calculation of the Closing Working Capital, substantially in the form attached hereto as Exhibit A (the “Closing Working Capital Statement”).
b. The Parties acknowledge that the Parent’s calculations in the Closing Working Capital Statement are accurate and correct, and Carlyle and Xxxxx have no objections to the Closing Working Capital Statement.
Closing Working Capital Adjustment. “Closing Working Capital Adjustment” shall have the meaning specified in Section 2.4(e) of this Agreement.
Closing Working Capital Adjustment. (a) At least three (3) Business Days before the Closing Date, the Company shall prepare and deliver to Parent the Estimated Closing Working Capital Statement. If the Estimated Closing Working Capital is less than the Target Working Capital, then the Merger Consideration shall be reduced by an amount equal to (i) the Target Working Capital minus (ii) the Estimated Closing Working Capital (such amount, the “Closing Working Capital Adjustment Amount”).
(b) After the Closing Date, Parent may prepare and deliver to the Company Stockholders’ Representative a Closing Working Capital Statement. If Parent so delivers a Closing Working Capital Statement and the Closing Working Capital is less than the lesser of the Target Working Capital and the Estimated Closing Working Capital, then the Merger Consideration shall be reduced by an amount equal to (i) the lesser of the Target Working Capital and the Estimated Closing Working Capital minus (ii) the Closing Working Capital (such amount, the “Post-Closing Working Capital Adjustment Amount” and together with the Closing Working Capital Adjustment Amount, the “Working Capital Adjustment Amount”).
