Final Net Working Capital Adjustment. 2.5.1 Within 30 days after the Closing Date, Purchaser shall deliver to Sellers (i) a balance sheet of the Business as of 12:01 a.m. Portland, Oregon time on the Closing Date (the “Closing Balance Sheet”), which shall be prepared in accordance with the provisions of this Agreement, GAAP, and the Sample Calculation, and (ii) based on the Closing Balance Sheet, a calculation of the proposed final Net Working Capital as of the Closing Date (the “Proposed Final Net Working Capital”), plus Purchaser’s proposed adjustment, if any, to the Purchase Price in accordance with this Section 2.5 (the “Proposed Final Net Working Capital Adjustment”), which shall be calculated in a manner consistent with the Sample Calculation and the Working Capital Range as more particularly described in this Section 2.5. Sellers shall give Purchaser full and timely access to financial and accounting information and other documentation of Sellers so that Purchaser can calculate the Proposed Final Net Working Capital.
2.5.2 If Sellers do not accept the Closing Balance Sheet or the calculation of the Proposed Final Net Working Capital Adjustment (including the calculation of the Proposed Final Net Working Capital) prepared and delivered by Purchaser, Sellers shall give written notice (the “Objection Notice”) to Purchaser within 30 days after Sellers’ receipt thereof. During such 30-day period, Purchaser shall give Sellers full and timely access to financial and accounting information and other documentation used by Purchaser in calculating the Proposed Final Net Working Capital, so that Sellers can verify the Proposed Final Net Working Capital calculations. Sellers shall be deemed to have accepted the Closing Balance Sheet and the computation of the Proposed Final Net Working Capital Adjustment of Purchaser to the extent Sellers have not by then given Purchaser an Objection Notice specifying in reasonable detail the basis for each objection, and Purchaser’s Proposed Final Net Working Capital and Final Net Working Capital Adjustment shall be the “Final Net Working Capital” and “Final Net Working Capital Adjustment,” respectively.
2.5.3 If Sellers reject the Proposed Final Net Working Capital and Proposed Final Net Working Capital Adjustment, Sellers and Purchaser shall use commercially reasonable efforts to resolve such dispute within 30 days after delivery of Sellers’ Objection Notice. If Sellers and Purchaser are unable to resolve any disagreement within 30 days after delivery of Sellers...
Final Net Working Capital Adjustment. Within five (5) Business Days after the final determination of the Closing Schedule, or the failure of the Seller to submit a timely Protest Notice in respect of the Closing Date Net Working Capital: (A) if the Closing Date Net Working Capital is less than the Estimated Net Working Capital, then the Seller shall pay (or cause to be paid) the amount of such difference to the Buyer by wire transfer of immediately available funds to the bank account(s) specified by the Buyer, or (B) if the Closing Date Net Working Capital is greater than the Estimated Net Working Capital, then the Buyer shall pay (or cause to be paid) to the Seller the amount of such difference by wire transfer of immediately available funds to the bank account(s) specified by the Seller. All payments made pursuant to this Section 2.2(c) shall be treated by all Parties as an adjustment to the Purchase Price.
Final Net Working Capital Adjustment. Within ten (10) days of the determination of the Final Net Working Capital:
(i) If (x) the Estimated Net Working Capital is greater than the Final Net Working Capital (a “Deficiency Amount”) and (y) such Deficiency Amount is greater than the Minimum Cash Amount, Seller shall be obligated to pay to Buyer an amount equal to the Deficiency Amount minus the Minimum Cash Amount;
(ii) If (x) there is a Deficiency Amount and (y) such Deficiency Amount is less than the Minimum Cash Amount, Buyer shall be obligated to pay to Seller an amount equal to the Minimum Cash Amount minus the Deficiency Amount; and
(iii) If (A) the Estimated Net Working Capital is less than (B) the Final Net Working Capital, Buyer shall pay to Seller an amount equal to the sum of (x) such difference and (y) the Minimum Cash Amount. If any amount is paid from the Escrow Funds to Buyer with respect to any payment obligation of Seller under this Section 1.4(f), Seller shall be obligated to replenish the Escrow Funds with respect thereto by promptly depositing additional funds in the amount of any such payment into the Escrow Account to be held and administered in accordance with the Escrow Agreement.
Final Net Working Capital Adjustment. 3.9.1 Within forty-five (45) calendar days after the Closing Date, LMC shall cause to be prepared and delivered to Parent a statement (the "Net Working Capital Statement") setting forth the Net Working Capital and the components thereof as of the Closing Date, together with a certificate from the principal financial officer of LMC 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. For purposes of preparing such Net Working Capital Statement, no effect shall be given to any new accounting pronouncements that may be issued following the delivery of the statement pursuant to Section 3.8.1. Following the delivery of such Net Working Capital Statement, LMC shall provide Parent and any of Parent's Representatives (as defined below) with access during normal business hours to (and to examine and make copies of) all documents, records, work papers (including those of accountants), facilities and personnel of the Transferred Subsidiaries as is reasonably necessary for purposes of reviewing the Net Working Capital Statement.
3.9.2 After receipt of the Net Working Capital Statement, Parent will have thirty (30) calendar days to review the Net Working Capital Statement. Unless Parent delivers written notice to LMC setting forth the specific items disputed by Parent on or prior to the thirtieth (30th) day after Parent's receipt of the Net Working Capital Statement, Parent will be deemed to have accepted and agreed to the Net Working Capital Statement and such statement (and the calculations contained therein) will be final, binding and conclusive. If Parent notifies LMC of its objections to the Net Working Capital Statement (or specific calculations contained therein) within such thirty (30) day period, Parent and LMC shall, within thirty (30) days following delivery of such notice by Parent to LMC (the "Resolution Period"), attempt in good faith to resolve their differences with respect to the disputed items (or calculations) specified in the notice (the "Disputed Items"), and all other items (and all calculations relating thereto) will be final, binding and conclusive. Any resolution by Parent and LMC during the Resolution Period as to any Disputed Item shall be set forth in writing and will be final, binding and conclusive.
3.9...
Final Net Working Capital Adjustment. Within 10 days of the determination of the Final Net Working Capital:
(i) If (A) the Estimated Net Working Capital is greater than (B) the Final Net Working Capital, Seller and Buyer will deliver a joint written instruction to the Escrow Agent to disburse to Buyer the amount of such difference from the Escrow Fund; provided, however, that if the amount of the Escrow Fund as of such date is less than, or would by virtue of such disbursement become less than, the sum of (x) $7,927,500, plus (y) the aggregate amount of the Reserve (as defined in the Escrow Agreement) as of such date, such difference or the portion thereof that would reduce the Escrow Fund below such threshold shall be paid to the Buyer by the Seller directly; and
(ii) If (A) the Estimated Net Working Capital is less than (B) the Final Net Working Capital, Buyer shall pay to Seller an amount equal to such difference.
Final Net Working Capital Adjustment. If the Final Net Working Capital is greater than the Estimated Net Working Capital, then Purchaser will owe an amount equal to such excess to Sellers. If the Final Net Working Capital is less than the Estimated Net Working Capital, then Sellers will owe an amount equal to such shortfall to Purchaser.
Final Net Working Capital Adjustment. Within five (5) Business Days after the final determination of the Closing Date Balance Sheet and the Closing Schedule, or the failure of the Sellers or the Buyer to submit a timely Protest Notice: (A) if the Closing Date Net Working Capital is less than the Estimated Net Working Capital, then the Sellers shall cause to be paid to the Buyer the amount of such difference (taking into account any Interim Payments already made) (such deficiency, the “Closing Date Net Working Capital Deficit”) by wire transfer of immediately available funds to the bank account specified by the Buyer, or (B) if the Closing Date Net Working Capital is greater than the Estimated Net Working Capital, then the Buyer shall pay to the Sellers the amount of such Closing Date Net Working Capital Surplus (taking into account any Interim Payments already made) (such excess, the “Closing Date Net Working Capital Surplus”) by wire transfer of immediately available funds to the bank account specified by the Sellers. Such payments shall include interest from and including the Closing Date, up to, but excluding, the date of payment at the rate of nine percent (9%) per annum, compounded annually. All payments made pursuant to this Section 2.2(c) shall be treated by all Parties as an adjustment to the Purchase Price.
Final Net Working Capital Adjustment. Within two (2) Business Days after the final determination of the Closing Schedule, or the failure of the Sellers to submit a timely Protest Notice: (i) if the Closing Date Net Working Capital is less than the Estimated Net Working Capital, then the Buyer shall make a claim against the Escrow Account in accordance with the terms of the Escrow Agreement for an amount equal to the difference between the Estimated Net Working Capital and the Closing Date Net Working Capital, or (ii) if the Closing Date Net Working Capital is greater than the Estimated Net Working Capital, then the Buyer shall pay to the Sellers the amount of such difference by wire transfer of immediately available funds to the bank account(s) specified by the Sellers. The Escrow Account shall be the sole and exclusive source for the satisfaction of all payment obligations of the Sellers under and pursuant to this Section 2.2(c). If any payment required pursuant to this Section 2.2(c) is not paid when due, the amount due shall bear interest from such due date at an annual rate equal to ten percent (10%) and payor shall be liable for such accrued interest and all costs and expenses of collection including legal expenses; provided, however, if (x) the Closing Schedule was not delivered to the Sellers by the CS Delivery Schedule, (z) the Sellers elected pursuant to Section 2.2(b)(i) to have the Independent Accountant prepare the final Closing Schedule and (z) the Independent Accountant’s determination resulted in a payment owed to the Sellers pursuant to this Section 2.2(c), then such amount due to the Sellers shall bear interest from the CS Delivery Deadline until paid in full. The Buyer and the Sellers agree to issue appropriate joint written instructions to the Escrow Agent consistent with the provisions of this Section 2.2(c) and Section 2.4.
Final Net Working Capital Adjustment. If the Final Closing Date Working Capital is less than the Estimated Closing Date Working Capital, then the Sellers shall promptly, but in any event within five (5) Business Days, pay such difference to Buyer in cash by wire transfer of immediately available funds to the account designated by Buyer. If the Final Closing Date Working Capital is greater than the Estimated Closing Date Working Capital, Buyer shall promptly, but in any event within five (5) Business Days, pay such excess to the Sellers in cash by wire transfer of immediately available funds to the accounts designated by the Sellers.
Final Net Working Capital Adjustment. Within five (5) business days after determination of the Final Net Working Capital Adjustment, Buyer or Sellers, as the case may be, shall pay to the other the amount by which the Purchase Price, as adjusted by the Final Net Working Capital Adjustment, is greater or less than the Purchase Price as adjusted by the Preliminary Net Working Capital Adjustment (such difference being the “Closing Purchase Price Reconciliation”). If the Closing Purchase Price Reconciliation is positive, Buyer shall promptly pay such difference to Sellers. If the Closing Purchase Price Reconciliation is negative, Sellers shall promptly pay such difference to Buyer.
