Determination of Closing Adjustment. No later than four (4) Business Days prior to the Closing, the Company shall provide Purchaser with (i) a good faith estimate of Working Capital as of the Closing (“Estimated Working Capital”), a good faith estimate of the aggregate amount of all Cash of the Company Group as of the Closing (“Estimated Cash”), a good faith estimate of Indebtedness of the Company Group as of the Closing, on a consolidated basis (and, for clarity, without duplications of amounts or items included in Working Capital or excluded from Cash) (the “Estimated Indebtedness”), a good faith estimate of the Sellers’ Transaction Expenses as of the Closing (the “Estimated Sellers’ Transaction Expenses”) and the amount by which the Aggregate Initial Consideration is to be adjusted on account thereof (together with reasonable detail for such estimates and calculations), in each case, prepared in accordance with the methodology set forth on Schedule 1.1(C) and (ii) the Distribution Waterfall reflecting the Aggregate Initial Consideration and any changes in the Company Stock and Stock Awards since the date hereof. Purchaser shall have an opportunity to provide any comments it may have to the Estimated Working Capital and the Aggregate Initial Consideration to the Company, and the Company shall consider in good faith (unless there is a reasonable basis not to do so) any revisions to the Estimated Working Capital and the Aggregate Initial Consideration as may be reasonably requested by Purchaser prior to the Closing.
Determination of Closing Adjustment. No later than five (5) Business Days prior to the Closing, the Company shall provide Acquirer with its good faith estimate of Working Capital (“Estimated Working Capital”), its good faith estimate of the aggregate amount of all Cash (“Estimated Cash” and the amount by which such amount exceeds the Minimum Cash Amount, the “Estimated Excess Cash Amount”), its good faith estimate of the aggregate amount of Company Indebtedness (“Estimated Company Indebtedness”), its good faith estimate of the aggregate amount of unpaid Company Transaction Expenses (“Estimated Company Transaction Expenses”), and the resulting calculation of the Total Adjusted Merger Consideration, in each case, calculated consistent with the definitions thereof set forth herein (the statement setting forth such calculations, the “Pre-Closing Statement”). During the period after delivery of such Pre-Closing Statement and prior to the Closing Date, (i) the Company will cooperate in good faith with Acquirer in the event that Acquirer disputes any item set forth in such Pre-Closing Statement; provided that if the Company and Acquirer are not able to mutually agree on any disputed item prior to the Closing Date, the Pre-Closing Statement provided by the Company, as modified to include any agreed changes, shall be binding for purposes of this Section 1.17 and (ii) Acquirer and its advisors (including, without limitation, its independent accounting firm) shall be provided with such access to the financial books and records and personnel of the Company, its Subsidiary and the Stockholders’ Agent as it may reasonably request to enable it to evaluate the calculations of Estimated Working Capital, Estimated Cash and Estimated Excess Cash Amount, Estimated Company Indebtedness and Estimated Company Transaction Expenses.
Determination of Closing Adjustment. The amount of the Closing ----------------------------------- Adjustment shall be determined in the following manner:
Determination of Closing Adjustment. The "Closing Adjustment" shall equal (i) the amount, if any, by which the actual amount of cash and the fair market value of the marketable securities of the Company and the Company Subsidiary on the Closing Date is less than (a) the estimated amount of cash and the estimated value of the marketable securities of the Company as set forth on the Estimated Balance Sheet required to be delivered to Acquiror pursuant to Section 7.02(k) of this Merger Agreement (in the event that the proviso set forth in clause (c) of the definition of "Adjusted Merger Amount" did not prevent the balance of such clause (c) from being taken into account in the preparation of the Estimated Balance Sheet) or (b) $1,700,000 (in the event that such proviso did prevent the balance of such clause (c) from being taken into account in the preparation of the Estimated Balance Sheet), provided however, if, on the Closing Date, the cash and fair market value of the marketable securities is less than $1,700,000 and the net asset value of the Company, calculated in accordance with generally accepted accounting principles, is greater than or equal to Five Million Eight Hundred Seventy Five Thousand Dollars ($5,875,000), then the amount by which the cash and the fair market value of the marketable securities owned by the Company is less than $1,700,000 shall not be deducted for purposes of determining the Closing Adjustment, plus (ii) any Losses sustained by Acquiror or Surviving Corporation as a result of any breaches of the representations and warranties of the Company contained in this Merger Agreement and which are discovered by the Acquiror as a result of the audit of the consolidated financial statements of the Company as of the Closing Date by Xxxxxx Xxxxxxxx LLP, the Acquiror's independent public accountants, as hereinafter provided. The Company will use its best efforts to close its books and records for the period ending on the Closing Date within twenty (20) days after the Closing Date and shall deliver to the Acquiror or, at the request of the Acquiror, to Acquiror and Xxxxxx Xxxxxxxx LLP, such books and records as shall be requested by Acquiror or Xxxxxx Xxxxxxxx LLP to enable Xxxxxx Xxxxxxxx LLP to perform an audit of the consolidated financial statements of the Company as of the Closing Date and to determine the amount of the Closing Adjustment based thereon. Upon receipt of such books and records, the Acquiror shall use its best efforts to cause Xxxxxx Xxxxxxxx LLP to complete ...
Determination of Closing Adjustment. No later than five (5) Business Days prior to the Closing, the Company shall provide Purchaser a written statement in a form reasonable acceptable to Purchaser (the “Estimated Closing Statement”) with: (i) a good faith estimate of each of the Net Working Capital, the Excess Cash and the Indebtedness of the Company Group (including a breakdown of payees and payment dates), in each case as of the close of business on the last Business Day immediately preceding the Closing, on a consolidated basis; (ii) a good faith estimate of the Transaction Expenses as of the close of business on the last Business Day immediately preceding Closing, including the list of payees and breakdown of Transaction Expenses per payee; (iii) the calculation of the Merger Consideration. The Estimated Closing Statement shall be accompanied with supporting information, bank statements, invoices and any other information that Purchaser may reasonably request to verify the amounts and calculations reflected therein. Purchaser shall have an opportunity to provide any comments it may have to the Estimated
Determination of Closing Adjustment. No later than three (3) Business Days prior to the anticipated Closing Date, the chief financial officer of the Company shall have delivered to Parent a certificate (the “Estimated Closing Statement”) setting forth (i) the Company’s good faith estimate of (A) the aggregate amount of Company Cash as of the Year-End Measurement Time (“Estimated Company Cash”), (B) the aggregate amount of Net Working Capital as of the Year-End Measurement Time (“Estimated Net Working Capital”),
Determination of Closing Adjustment. No later than one (1) Business Day prior to the Closing, the Company shall provide Purchaser with its good faith estimate of Working Capital as of the close of business on the day prior to the Closing Date (“Estimated Working Capital”), its good faith estimate of the aggregate amount of all Cash of the Company Group as of the close of business on the day prior to the Closing Date (“Estimated Cash”), and the amount, if any, by which the Initial Purchase Price is to be adjusted as a result thereof.
Determination of Closing Adjustment. No later than three days prior to the Closing, the Company shall provide Purchaser with a statement of its good faith estimate of Working Capital (calculated consistently with the Target Working Capital, using the same accounting methods, policies, practices, procedures or estimation methods as those used for the purpose of determining the Target Working Capital) as of the close of business on the day prior to the Closing Date (“Estimated Working Capital”), its good faith estimate of the aggregate amount of all Cash of the Company Group as of the close of business on the day prior to the Closing Date (“Estimated Cash”) and the amount, if any, by which the Initial Merger Consideration is to be adjusted as a result thereof. A sample statement is set forth on the attached “Estimated Working Capital Statement Schedule.”
Determination of Closing Adjustment. Not less than five (5) days prior to the anticipated Closing Date, the Seller shall deliver to the Buyer a schedule setting forth its good faith estimate of (i) Closing Cash (“Estimated Closing Cash”), (ii) Closing Working Capital (“Estimated Closing Working Capital”) and (iii) the Closing Indebtedness (“Estimated Closing Indebtedness”).
Determination of Closing Adjustment. No later than three (3) Business Days prior to the Closing, the Company shall cause to be prepared and delivered to Purchaser a statement setting forth (i) a good faith estimate of Working Capital (prepared in accordance with the “Working Capital Schedule” attached hereto) as of the close of business on the day prior to the Closing Date (“Estimated Working Capital”), (ii) a good faith estimate of the aggregate amount of all Cash of the Company Group as of the close of business on the day prior to the Closing Date (“Estimated Cash”), (iii) a good faith estimate of the aggregate amount of all Indebtedness of the Company Group as of immediately prior to the Closing (“Estimated Indebtedness”) and after giving effect to the repayment of all Repaid Indebtedness, (iv) a good faith estimate of the aggregate amount of all Closing Income Taxes as of the Closing (the “Estimated Closing Income Taxes”) and (iv) the amount by which the Aggregate Initial Consideration is to be adjusted on account of the foregoing.
