Common use of Final Adjustment Statement Clause in Contracts

Final Adjustment Statement. (i) No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Adjustment Statement") setting forth the actual Net Working Capital and the actual Revenues Adjustment Amount. Subject to Section 1.6(d)(ii) below, within ten (10) days following the delivery of such Final Adjustment Statement to Seller, Buyer or Seller, as the case may be, shall pay to the other party, by wire transfer of immediately available funds, the net difference between (x) the Estimated Net Working Capital, as shown on the Estimated Adjustment Statement, and the actual Net Working Capital, as shown on the Final Adjustment Statement and (y) the Estimated Revenues Adjustment Amount, as shown on the Estimated Adjustment Statement, and the actual Revenues Adjustment Amount, as shown on the Final Adjustment Statement. The aggregate of any Disputed Amounts which are not finally resolved by Seller to Buyer's satisfaction at or prior to the time the Final Adjustment Statement is delivered will be subtracted from the actual Net Working Capital amount.

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

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Final Adjustment Statement. (i) No later than ninety seventy (9070) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Adjustment Statement") setting forth the actual Net Working Capital and the actual Revenues Adjustment Amount. Subject to Section 1.6(d)(ii) below, within ten (10) days following the delivery of such Final Adjustment Statement to Seller, Buyer or Seller, as the case may be, shall pay to the other party, by wire transfer of immediately available funds, the net difference between (x) the Estimated Net Working Capital, as shown on the Estimated Adjustment Statement, and the actual Net Working Capital, as shown on the Final Adjustment Statement and (y) the Estimated Revenues Adjustment Amount, as shown on the Estimated Adjustment Statement, and the actual Revenues Adjustment Amount, as shown on the Final Adjustment Statement. The aggregate of any Disputed Amounts which are not finally resolved by Seller to Buyer's satisfaction at or prior to the time the Final Adjustment Statement is delivered will be subtracted from the actual Net Working Capital amount.

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

Final Adjustment Statement. (i) No later than ninety sixty (9060) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Adjustment Statement") setting forth the actual Net Working Capital and the actual Revenues Adjustment Amount. Subject to Section 1.6(d)(ii) below, within ten (10) days following the delivery of such Final Adjustment Statement to Seller, Buyer or Seller, as the case may be, shall pay to the other party, by wire transfer of immediately available funds, the net difference between (x) the Estimated Net Working Capital, as shown on the Estimated Adjustment Statement, and the actual Net Working Capital, as shown on the Final Adjustment Statement and (y) the Estimated Revenues Adjustment Amount, as shown on the Estimated Adjustment Statement, and the actual Revenues Adjustment Amount, as shown on the Final Adjustment Statement. The aggregate of any Disputed Amounts which are not finally resolved by Seller to Buyer's satisfaction at or prior to the time the Final Adjustment Statement is delivered will be subtracted from the actual Net Working Capital amount.

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

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Final Adjustment Statement. (i) No later than ninety sixty (9060) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Adjustment Statement") setting forth the actual Net Working Capital and the actual Revenues Adjustment Amount, together with a copy of Buyer's work papers showing in reasonable detail the calculation of the actual Net Working Capital and the actual Revenues Adjustment Amount on the Final Adjustment Statement. Subject to Section 1.6(d)(ii) below, within ten (10) days following the delivery of such Final Adjustment Statement to SellerSellers, Buyer or SellerSellers, as the case may be, shall pay to the other party, by wire transfer of immediately available funds, the net difference between (x) the Estimated Net Working Capital, as shown on the Estimated Adjustment Statement, Capital and the actual Net Working Capital, as shown on the Final Adjustment Statement and (y) the Estimated Revenues Adjustment Amount, as shown on the Estimated Adjustment Statement, and the actual Net Working Capital and the actual Revenues Adjustment Amount, as shown on the Final Adjustment Statement. The aggregate of any Disputed Amounts which are not finally resolved by Seller to Buyer's satisfaction at or prior to the time the Final Adjustment Statement is delivered will be subtracted from the actual Net Working Capital amount.

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

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