Determination of Closing Adjustment. Prior to the Closing, the Company shall have provided Purchaser a statement (the “Estimated Closing Statement”) with its good faith estimates of (together with reasonably detailed supporting documentation therefor, including, without limitation, the invoices evidencing Estimated Transaction Expenses, Payoff Letters in respect of any Estimated Indebtedness that is Repaid Indebtedness): (i) Working Capital as of the Measurement Time (“Estimated Working Capital”), (ii) the aggregate amount of all Cash as of the Measurement Time (plus any Cash that was used to pay any Repaid Indebtedness pursuant to Section 2.4(a) at the Closing) (“Estimated Cash”), (iii) the aggregate amount of all Indebtedness as of the Measurement Time (plus any Indebtedness to be repaid at or in connection with the Closing) (“Estimated Indebtedness”) and (iv) the aggregate amount of all Transaction Expenses (“Estimated Transaction Expenses ”), and the Company’s calculation of the Initial Purchase Price resulting from the calculation of such estimates, in each case calculated in accordance with the definitions set forth in this Agreement. The Estimated Closing Statement shall be prepared, and the amount of Cash, Indebtedness, Transaction Expenses, and Working Capital as of the Measurement Time shall be determined, in a manner consistent with terms and definitions in this Agreement. After the delivery of the Estimated Closing Statement, Purchaser and its accountants shall be permitted reasonable access during normal business hours, upon reasonable advanced notice in writing and under reasonable circumstances (which shall include remote access), on a confidential basis, to review the Company Group’s books and records and work papers (in each case, subject to the execution of customary work paper access letters if requested) related to the preparation of the Estimated Closing Statement. The Company shall consider Purchaser’s comments to the Estimated Closing Statement in good faith.
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. 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 by which (A) the cash, PLUS (B) the fair market value of the marketable securities, PLUS (C) the account receivable payable by NASA (or by the University of Houston based upon its contract with NASA) to the Company in an amount equal to approximately $870,000 (provided such account receivable has not been paid prior to Closing), and MINUS (D) the Transaction Expenses (provided such Transaction Expenses have not been paid) of the Company and the Company Subsidiary on the Closing Date is greater than or less than Four Million Dollars ($4,000,000) (after taking into consideration the adjustments made in computing the Adjusted Merger Consideration based on the estimate of the Closing Adjustment required to be delivered to Acquiror pursuant to Section 7.02(g) of this Reorganization Agreement), PLUS (ii) an amount equal to the amount by which the "accounts receivable" on the Company's balance sheet dated January 22, 2000 is less than the amount determined to be the "accounts receivable" of the Company 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, (determined using the same accounting method as used by the Company prior to December 31, 1999), PLUS (iii) an amount by which the "current liabilities" on the Company's balance sheet dated as of January 22, 2000 is less than the "current liabilities" of the Company as determined by Xxxxxx Xxxxxxxx LLP, if any (determined in accordance with GAAP) as hereinafter provided; PROVIDED, HOWEVER, no adjustment shall be made to the Closing Adjustment as a result of the operation of clauses (ii) and (iii) if the difference between the Company's determination of the amounts identified by the Company in clauses (ii) and (iii) and Xxxxxx Xxxxxxxx LLP's audit of such amounts does not exceed $100,000. 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 items identified in clause (i) of the preceding sentence as of the Closing Date and of the items identified in clauses (ii) and (iii) of the preceding sentences as...
Determination of Closing Adjustment. The Company has provided the Purchaser with a written statement attached hereto as Exhibit B (the “Estimated Closing Statement”) setting forth (i) its good faith estimate of (A) Working Capital as of immediately prior to the Closing (“Estimated Working Capital”), (B) the aggregate amount of all Cash of the Company as of immediately prior to the Closing (“Estimated Cash”), (C) the aggregate amount of all Indebtedness of the Company as of immediately prior to the Closing (“Estimated Indebtedness”), and (D) the aggregate amount of all Transaction Expenses as of immediately prior to the Closing (“Estimated Transaction Expenses”), (ii) a funds flow spreadsheet (the “Funds Flow”) setting forth (A) each Seller’s allocation of the Closing Payment Amount based on such Seller’s Pro Rata Share (as adjusted pursuant to the last sentence of Section 2.2(b)), and (B) true, complete and correct account and wire information for the Seller Representative and for each (1) third-party lender with respect to whom payment will be made pursuant to Section 2.2(e), and (2) service provider with respect to whom payment will be made pursuant to Section 2.2(f), in each case of the foregoing clauses (i) and (ii), reasonably detailed supporting documentation and information. The parties agree that the Purchaser will be entitled to rely fully on the Funds Flow and, upon transfer of such funds pursuant to the Funds Flow, the Purchaser will have no further Liability for the payment of any portion thereof from and after the Closing.
Determination of Closing Adjustment. No later than five (5) Business Days prior to the Closing, the Sellers’ Representative shall provide Purchaser with (i) its good faith estimate of (A) Target Working Capital (“Estimated Target Working Capital”), (B) Working Capital as of the Adjustment Calculation Time (prepared in accordance with the procedures set forth in Exhibit G) (“Estimated Working Capital”), (C) the aggregate amount of all Cash and Cash Equivalents of the Company and its Subsidiaries as of the Adjustment Calculation Time (“Estimated Cash”), (D) the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of the Adjustment Calculation Time (“Estimated Indebtedness”), and (E) the aggregate amount of all Company Transaction Expenses as of the Adjustment Calculation Time (“Estimated Company Transaction Expenses”), and (ii) the amount, if any, by which the Purchase Price is to be adjusted in accordance with Section 2.2(a) as a result thereof, all of the foregoing being presented with reasonable supporting documentation and prepared in accordance with the procedures set forth in Exhibit G. Each of the Company and its Subsidiaries and Sellers’ Representative shall provide Purchaser with access to any relevant works papers used in the preparation of the statement of Estimated Working Capital and any financial books and records of the Company and its Subsidiaries as Purchaser may reasonably request to enable Purchaser to evaluate the calculations of Estimated Target Working Capital, Estimated Working Capital, Estimated Cash, Estimated Indebtedness and Estimated Company Transaction Expenses provided by Sellers’ Representative.
Determination of Closing Adjustment. At least three (3) days prior to the date of this Agreement, the Company delivered to Buyer a statement (the “Preliminary Closing Statement”) which sets forth a good faith estimate of the following: (i) the aggregate amount of all Cash of the Company as of immediately prior to the Closing (“Estimated Cash”), (ii) the aggregate amount of all Indebtedness of the Company as of immediately prior to the Closing (including any per diem interest accruals, prepayment fees, breakage costs, and other Indebtedness amounts to be accrued or paid prior to or concurrently with the Closing) (“Estimated Indebtedness”), (iii) all Sellers’ Transaction Expenses (“Estimated Sellers’ Transaction Expenses”), and (iv) the Working Capital as of immediately prior to the Closing (the “Estimated Working Capital”), in each case as set forth on a schedule in reasonable detail, along with reasonable supporting documentation (and, in the case of Estimated Sellers’ Transaction Expenses, together with wire instructions and invoices for each payee), and the resulting calculation of the Closing Cash Consideration (the “Estimated Closing Cash Consideration”) and the Distribution Allocation Schedule reflecting such calculation. The Preliminary Closing Statement shall be prepared by the Company in accordance with the Accounting Methodology.
Determination of Closing Adjustment. No later than one (1) Business Day prior to the Closing, the Company shall provide Parent 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”), and its good faith estimate of the aggregate amount of all Cash of the Company as of the close of business on the day prior to the Closing Date (“Estimated Cash”). The Estimated Working Capital adjustment determined pursuant to this Section 2.11(a) is hereinafter referred to as the “Estimated Working Capital Adjustment,” which shall be determined as follows:
(i) If the Estimated Working Capital is less than the Target Working Capital, then the Estimated Working Capital Adjustment shall be an amount equal to (A) the Target Working Capital, minus (B) the Estimated Working Capital, and the Initial Cash Merger Consideration shall be decreased by such amount; and
(ii) If the Estimated Working Capital is greater than the Target Working Capital, then the Estimated Working Capital Adjustment shall be an amount equal to (A) the Estimated Working Capital, minus (B) the Target Working Capital, and the Initial Cash Merger Consideration shall be increased by such amount.
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. 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
