Estimates and Adjustments. At least ten (10) business days prior to Closing, Sellers shall deliver to Purchaser a reasonable estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers and Purchaser, the Estimated Net Working Capital together with the principles, specifications and methodologies for determining the Estimated Net Working Capital, shall be specified in Schedule 4.3 and, together with the amounts determined under Section 4.2(c) with respect to Inventory, shall be used for purposes of calculating the Purchase Price as of the Closing. Within sixty (60) days after the Closing, Purchaser shall deliver to Sellers its determination of the Net Working Capital as of the Closing (the “Final Net Working Capital”) following the same principles, specifications and methodologies used to determine the Estimated Net Working Capital as set forth on Schedule 4.2). Each Party shall have full access to the financial books and records pertaining to the Purchased Assets to confirm or audit Net Working Capital computations. Should Sellers disagree with Purchaser’s determination of the Final Net Working Capital, they shall notify Purchaser within thirty (30) days after Purchaser’s delivery of its determination of the Final Net Working Capital. If Sellers and Purchaser fail to agree within thirty (30) days after Sellers’ delivery of notice of disagreement on the amount of the Final Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d) which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Net Working Capital. At Closing, the Purchase Price shall be increased by the amount of the Estimated Net Working Capital if it is positive or decreased by the amount of the Estimated Net Working Capital if it is negative. Within five (5) business days after determination of the Final Net Working Capital, Purchaser shall pay Sellers the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital is greater than the ...
Estimates and Adjustments. Attached hereto as Schedule 1.7 is a schedule of the mutually agreed upon Net Working Capital as of December 31, 2023, together with the principles, trial balance files, specifications and methodologies used in determining such Net
Estimates and Adjustments. 8.3.1 If any information relating to the Electrical Output which is required to prepare a Monthly Statement is not available to the Party preparing the Monthly Statement at the time that Monthly Statement is prepared, then a Party may prepare that Monthly Statement based on its reasonable estimate of that information.
8.3.2 Subject to Clause 8.4 (Disputed Payments), if there is any change to the information used to prepare a Monthly Statement after that Monthly Statement is prepared, or information that was estimated in order to prepare a Monthly Statement becomes available, then either Party may, by notice to the other Party require an adjustment payment to be made to reflect the changed or newly available information. Any adjustment payment shall be included in the next Monthly Statement to be produced together with interest calculated in accordance with Clause 8.3.3.
8.3.3 Interest shall be payable on any adjustment payments at an annual rate equal to the rate of interest published from time to time by the Bank of England as its base rate from (and including) the Due Date for the original Monthly Statement to (but excluding) the Due Date for the Monthly Statement on which the adjustment payment is included.
Estimates and Adjustments. At least ten (10) business days prior to Closing Date, Seller shall deliver to Buyer a reasonable estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available and containing reasonable detail and supporting documents showing the derivation of such estimate. Subject to the mutual agreement of Seller and Buyer, the estimated Net Working Capital together with the principles, specifications, and methodologies for determining the estimated Net Working Capital, shall be specified in Schedule 1.6(b) and shall be used for purposes of calculating the Purchase Price payable as of the Closing. Within sixty
Estimates and Adjustments. At least ten (10) days prior to Closing, Seller shall deliver to Buyer an estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available and containing reasonable detail showing the derivation of such estimate. Following mutual agreement, the estimated Net Working Capital shall be used for purposes of calculating the Purchase Price as of the Closing. Within ninety (90) days after the Closing, Seller shall deliver to Buyer its final determination of Net Working Capital, together with reasonable detail regarding the calculation thereof. Should Buyer disagree with Seller's determination of Net Working Capital, it shall notify Seller within sixty (60) days after Seller's delivery of its final determination of Net Working Capital. If Seller and Buyer fail to agree within thirty (30) days after Buyer's delivery of notice of disagreement on the amount of Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 1.6(c). The Purchase Price shall be increased or decreased based on actual Net Working Capital as of the Closing Date, and within five (5) business days after determination thereof, any increase shall be paid in cash by Buyer to Seller, and any decrease shall be paid in cash to Buyer by Seller.
Estimates and Adjustments. At least three (3) business days prior to Closing, Sellers shall deliver to Buyer a reasonable estimate of the Employee Accrual containing reasonable detail and supporting documents showing the derivation of such estimate. The inventory shall be determined in accordance with Section 1.7 below. Within thirty (30) days after the Closing, Sellers shall deliver to Buyer their determination of the actual Net Working Capital as of the Effective Time (using the method set forth in Section 1.7 to determine the value of the inventory). Each party shall have full access to the financial books and records pertaining to the Hospital to confirm or audit Net Working Capital computations. Should Buyer disagree with Sellers’ determination of actual Net Working Capital as of the Effective Time, Buyer shall notify Sellers within thirty (30) days after Sellers’ delivery of Sellers’ determination of Net Working Capital. If Sellers and Buyer fail to agree within thirty (30) days after Buyer’s delivery of notice of disagreement on the amount of Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 1.6(c), which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of Net Working Capital. The Purchase Price shall be increased or decreased based on actual Net Working Capital as of the Effective Time, and within five (5) business days after determination thereof any increase shall be paid in cash by Buyer to Sellers, and any decrease shall be paid in cash to Buyer by Sellers.
Estimates and Adjustments. If an item in the Billing Statement is mutually agreed by the County Representative and the Authority Representative to be in error, the Billing Statement may be corrected prior to the payment due date for such Billing Statement. If an item is mutually agreed by the County Representative and the Authority Representative to be in error after such time, an adjustment will be made on the Billing Statement for the Billing Period immediately after the item is accurately determined.
Estimates and Adjustments. In the event, on the Closing Date, the precise figures necessary for any of the foregoing adjustments are not capable of determination, then, at Purchaser’s option (i) an escrow shall be maintaining for one hundred twenty five (125%) percent of the most recent xxxx for the outstanding matter, or (ii) an adjustment shall be made on the basis of good faith estimates of Purchaser using currently available information, with final adjustments made the earlier of (y) six (6) months after the Closing Date or (z) upon receipt of precise figures determining such matter. All post-closing adjustments shall be made in immediately available funds.
Estimates and Adjustments. Where any information required for preparation of the Monthly Statement is unavailable to the Marketing Agent at the time the Monthly Statement is required to be delivered under Section 4.2, the Marketing Agent shall prepare the Monthly Statement using commercially reasonable estimates based on the best information then available, and shall thereafter, upon the information becoming available, make any necessary adjustments in the next following Monthly Statement.
Estimates and Adjustments
