Estimated Net Working Capital Adjustment. The parties hereto agree that, on the Closing Date, the Net Working Capital of the Company should be not less than Six Million Dollars ($6,000,000) (the “Target Net Working Capital Value”). A statement setting forth the accounts constituting Target Net Working Capital Value and a description of the method used to calculate Target Net Working Capital Value is attached hereto as Exhibit B. Prior to the Closing Date, Seller shall have prepared and delivered to Purchaser a statement setting forth an estimate of the Net Working Capital of the Company as of the Closing Date (the “Estimated Net Working Capital Value”). The Estimated Net Working Capital Value shall include the same accounts as set forth in Exhibit B, and shall be performed using GAAP and the same principles, practices and procedures used in preparing the calculation of Target Net Working Capital Value. If the Estimated Net Working Capital Value is less than the Target Net Working Capital Value, then such difference shall be referred to as the “Estimated Net Working Capital Deficiency.”
Estimated Net Working Capital Adjustment. At least five (5) Business Days before Closing, Parent shall deliver to PESI a balance sheet representing Parent’s good faith estimate of the consolidated balance sheet of the Company and the Company Subsidiaries as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Closing Balance Sheet”), which shall include the estimated net working capital of the Company as of the Closing Date (the “Estimated Net Working Capital Amount”). The Estimated Closing Balance Sheet and the calculations of the Estimated Net Working Capital Amount shall be determined pursuant to GAAP, except as otherwise provided in this Section 1.4. If the Estimated Net Working Capital Amount, as stated in and calculated in accordance with the Estimated Closing Balance Sheet, is greater than $10,500,000, then the Initial Cash Consideration to be paid to Parent at Closing pursuant Section 1.3.1(a) will be increased by such excess amount (such amount, the “Estimated Net Working Capital Surplus”). If the Estimated Net Working Capital Amount is less than $9,500,000, then the Initial Cash Consideration to be paid to Parent at Closing pursuant Section 1.3.1(a) will be decreased by such deficiency (such amount, the “Estimated Net Working Capital Deficiency”). The Estimated Closing Balance Sheet of the Company shall be subject to the reasonable approval of PESI. For purposes of this Agreement:
Estimated Net Working Capital Adjustment. 3.8.1 For the purpose of determining the Cash Amount, two (2) Business Days prior to the Closing Date, Parent shall cause to be prepared and delivered to LMC a statement setting forth a good faith estimate of the Net Working Capital (the "Estimated Net Working Capital") and the components thereof as of the Closing Date, together with a certificate from the principal financial officer of Parent stating that the Estimated Net Working Capital has been calculated in accordance with GAAP (excluding footnotes and normal year-end adjustments) and in accordance with the methods, principles and classifications used in preparing the Interim Balance Sheet included in the Financial Statements.
Estimated Net Working Capital Adjustment. Not later than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a written closing statement (the “Estimated Closing Statement”) setting forth (i) the good faith estimate of the Net Working Capital of the Company as of the Closing (the “Estimated Net Working Capital”), including the resulting Estimated Net Working Capital Overage (if any) or the Estimated Net Working Capital Shortage (if any), together with a reasonably detailed explanation of the calculation thereof, (ii) the good faith estimate of the Company Debt (including the amounts payable to each applicable Person) (the “Estimated Company Debt”), (iii) the good faith estimate of the Cash and Cash Equivalents as of the Closing (the “Estimated Closing Cash”), (iv) the good faith estimate of the Company Transaction Expenses (including the amounts payable to each applicable Person) (the “Estimated Company Transaction Expenses”), (v) Seller’s calculation of the Adjusted Purchase Price based on the Estimated Net Working Capital, the Estimated Company Debt, the Estimated Closing Cash, and the Estimated Company Transaction Expenses (the “Estimated Adjusted Purchase Price”), (vi) the portion of the Adjusted Purchase Price (less the Escrow Amount) to be paid to Seller, (vii) the portion of the Adjusted Purchase Price to be paid directly to the Optionholders, if any, (viii) the portion of the Adjusted Purchase Price to be paid directly to the RSU Holders, if any, and (ix) the portion of the Adjusted Purchase Price to be paid directly to the Warrant Holders, if any. A sample calculation of the Net Working Capital based on the Reference Balance Sheet is set forth in Annex G, solely for illustrative purposes. All calculations of Net Working Capital, including Estimated Net Working Capital, shall be determined in good faith in accordance with the terms of this Agreement and, unless otherwise specifically set forth in this Agreement, in accordance with GAAP on a basis consistent with the preparation of the Reference Balance Sheet. The effective time of the Closing for purposes of calculating the Estimated Net Working Capital and the Closing Net Working Capital shall be 11:59 P.M. Pacific Time on the Closing Date. The calculation of the Estimated Net Working Capital and the Closing Net Working Capital shall use the same methodology as the calculation of the sample calculation of the Net Working Capital as set forth on Annex G.
Estimated Net Working Capital Adjustment. The Company has prepared, in good faith, an estimated consolidated balance sheet of the Company and its Subsidiaries as of a date no later than the close of business on the Business Day prior to the Closing Date, in form and substance reasonably acceptable to Parent and the Company (the “Estimated Closing Balance Sheet”), and a statement which shall set forth estimates of the Net Working Capital Amount (the “Estimated Net Working Capital Adjustment Statement”) and the resulting Net Working Capital Adjustment, if any (the “Estimated Net Working Capital Adjustment”). The Company has prepared such Estimated Closing Balance Sheet and Estimated Net Working Capital Adjustment Statement in accordance with GAAP using, to the extent consistent with GAAP, the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the balance sheet of the Company for the period ended December 31, 2007 and did not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting from the Merger or the other Transactions (the “Applicable Principles”). The Aggregate Initial Consideration Amount to be delivered by Parent at the Closing pursuant to Section 3.2 shall be changed by the amount of the Estimated Net Working Capital Adjustment, which change shall be an increase if the Estimated Net Working Capital Adjustment is a positive number and which change shall be a decrease if the Estimated Net Working Capital Adjustment is a negative number. The Estimated Closing Balance Sheet and Estimated Net Working Capital Adjustment shall be accepted for purposes of determining the amount of cash payable at the Closing, but shall not affect the rights of the Parties to dispute the Closing Balance Sheet as provided in Sections 3.6(e), (f) and (g).
Estimated Net Working Capital Adjustment. If the Estimated Net Working Capital is less than the Target Net Working Capital, then the payment to Sellers provided in Section 1.3 will be reduced by the amount of such shortfall, subject to further adjustment as provided in Section 1.5. If the Estimated Net Working Capital is greater than the Target Net Working Capital, then the payment to Sellers provided in Section 1.3 will be increased by the amount of such excess, subject to further adjustment as provided in Section 1.5.
Estimated Net Working Capital Adjustment. (a) Sellers represent, jointly and severally, that the statement on Schedule 3.4 (the “Estimated Closing Net Working Capital Statement”) reflects Sellers’ good faith estimate of the Net Working Capital of the Business as of the close of business on the Business Day preceding the Closing Date (the “Estimated Closing Net Working Capital”), which Estimated Closing Net Working Capital Statement has been prepared based on SOAdesk’s books and records, and presents fairly the information and data contained therein. Sellers shall provide Purchaser and its representatives with copies of the balance sheets, work papers and other underlying documentation generated in connection with the preparation of Sellers’ Estimated Closing Net Working Capital Statement.
Estimated Net Working Capital Adjustment. Not later than three days before the Closing, the Company shall deliver to Parent and the Shareholders’ Representative a certificate of the Company (the “Company Pre-Closing Certificate”) that sets forth in reasonable detail the Company’s estimate of the Net Working Capital Amount (the “Estimated Net Working Capital Amount”), along with reasonable supporting detail therefor, such estimate to be prepared in accordance with GAAP, using the policies, conventions, methodologies and procedures set forth on Schedule 2.9(a) (the “Specified Accounting Principles”). Prior to Closing, the Company and Parent shall cooperate in good faith to agree upon the calculation of the Estimated Net Working Capital Amount upon which the Merger Consideration to be paid at Closing shall be based; provided, that, if the Company and Parent are unable to agree as to the Estimated Net Working Capital Amount set forth on the Company Pre-Closing Certificate, then the amount set forth on the Company Pre-Closing Certificate shall be deemed to be the parties’ estimate of Estimated Net Working Capital Amount.
Estimated Net Working Capital Adjustment. If the Estimated Net Working Capital amount is (i) equal to the Target Net Working Capital, then no adjustment will be made to the Purchase Price pursuant to Section 2.2(a), (ii) greater than the Target Net Working Capital, then the Purchase Price will be increased as set forth in Section 2.2(a), dollar for dollar, by such excess amount (the "Estimated Net Working Capital Excess"), or (iii) less than the Target Net Working Capital, then the Purchase Price will be decreased as set forth in Section 2.2(a), dollar for dollar, by such shortfall amount (the "Estimated Net Working Capital Shortfall").
Estimated Net Working Capital Adjustment. Not later than three (3) Business Days prior to the Closing, Seller shall deliver to Purchaser a written closing statement setting forth a good faith estimate of the Net Working Capital of the Acquired Business as of the Closing (the “Estimated Net Working Capital”). A sample calculation of the Net Working Capital is set forth in Section 2.7 of the Seller Disclosure Letter. The Estimated Net Working Capital shall be determined in good faith and in accordance with GAAP on a basis otherwise consistent with the preparation of the Financial Statements. The effective time of the Closing for the purposes of calculating the Estimated Net Working Capital and the Final Net Working Capital (and for no other purposes) shall be 11:59 p.m. (New York time) on the day of Closing. The calculation of the Estimated Net Working Capital and the Final Net Working Capital shall be in accordance with GAAP and otherwise use the same methodology as used in the sample calculation of the Net Working Capital as set forth on Section 2.7 of the Seller Disclosure Letter.
