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 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.
3.8.2 If the Estimated Net Working Capital is a positive amount (the "Estimated Net Working Capital Excess Amount"), the Cash Amount shall be decreased by the Estimated Net Working Capital Excess Amount. If the Estimated Net Working Capital is a negative amount (the "Estimated Net Working Capital Deficiency Amount"), the Cash Amount shall be increased by the Estimated Net Working Capital Deficiency Amount. If the Estimated Net Working Capital is equal to zero dollars ($0), no adjustment pursuant to this Section 3.8.2 shall be made to the Cash Amount.
Estimated Net Working Capital Adjustment. In the event that the Estimated Net Working Capital (as described below) as of the close of business on the Closing Date is less than the Target Net Working Capital, then the Closing Cash Purchase Price shall be decreased dollar-for-dollar by the amount of such difference. In the event that the Estimated Net Working Capital is greater than the Target Net Working Capital, then the Closing Cash Purchase Price shall be increased dollar-for-dollar by the amount of such difference (the “Estimated Net Working Capital Adjustment”). “Net Working Capital” shall be determined according to the methodology set forth on Schedule 2.4(b) of the Seller’s Disclosure Schedule. Not more than six and not less than three business days prior to the Closing, Seller shall prepare and deliver to Buyer a pro forma statement (the “Seller’s Pre-Closing Statement”) setting forth Seller’s proposed pro forma estimated determination of the Company’s Net Working Capital as of the close of business on the Closing Date (the “Estimated Net Working Capital”) and the Estimated Net Working Capital Adjustment as of Closing. Seller’s Pre-Closing Statement shall be accompanied by the appropriate documentation setting forth Seller’s pro forma determination of the Estimated Net Working Capital and calculation of the Estimated Net Working Capital Adjustment and supporting schedules setting forth in reasonable detail all assets and liabilities included therein for determination of the Estimated Net Working Capital Adjustment. The accounting principles and policies used in the preparation of Seller’s Pre-Closing Statement shall be consistent with the terms and conditions of this Agreement and GAAP.
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 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. (a) Within ten (10) Business Days of the Closing Date, and in no event less than two (2) Business Days before the Closing Date, the Company shall deliver to Acquiror an estimate of the Net Working Capital (as defined below) of the Company and its Subsidiaries as of the Closing Date (the “Estimated Closing Date Net Working Capital”).
Estimated Net Working Capital Adjustment. At least five (5) Business Days prior to the Closing Date, not including the Closing Date, Sellers shall prepare and deliver to Buyer their written calculations of the Estimated Net Working Capital Adjustment (including the Estimated Effective Time Net Working Capital). If the Estimated Effective Time Net Working Capital is less than the Target Net Working Capital, then the Cash Payment will be reduced dollar-for-dollar by such difference. If the Estimated Effective Time Net Working Capital is greater than the Target Net Working Capital, then the Cash Payment will be increased dollar-for-dollar by an amount equal to such excess. Such decrease or increase, if any, in the Cash Payment is hereinafter referred to as the “Estimated Net Working Capital Adjustment.”
Estimated Net Working Capital Adjustment. No later than five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to SpinCo and Parent a written report setting forth the Company’s good faith estimate of the Net Working Capital as of the Cut-Off Time (such estimate, the “Estimated Net Working Capital”), prepared in conformity with the requirements of this Agreement and together with reasonable supporting documentation. The Company will reasonably cooperate with Parent and its Representatives in connection with their review of such written report, including by (i) providing information reasonably necessary or useful in connection with their review of the written report as reasonably requested by Parent, (y) reasonably considering in good faith any revisions to such written report proposed by Parent and (z) revising such written report to reflect any changes mutually agreed by the Company, SpinCo and Parent; provided that no comments provided by Parent shall provide a basis for any delay in the Closing, or shall require any changes to the written report of the Estimated Net Working Capital (or the calculations therein) unless agreed to by the Company.
