Final Working Capital Adjustment. (1) As soon as practicable after the Closing, but in no event later than thirty (30) days after the Closing Date, Purchaser shall (i) prepare a balance sheet of the Company as of the Closing Date in accordance with GAAP applied on a basis consistent with the Company’s historical practices in the preparation of its unaudited monthly financial statements (the “Closing Balance Sheet”), (ii) calculate the Adjusted Working Capital of the Company as of the Closing Date, (iii) calculate the LCP Deferred Revenue as of the Closing Date, (iv) calculate the Net LCP Deferred Revenue as of the Closing Date, (v) calculate Funded Debt, and (vi) prepare and deliver to Purchaser a statement (the “Adjustment Statement”) setting forth Purchaser’s calculations of the Adjusted Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt. For the avoidance of doubt, only those accounts identified in Section 1.4(a)(ii) of the Seller Disclosure Letter shall be included in the Closing Balance Sheet for purposes of calculating Adjusted Working Capital. Seller shall have thirty (30) days after receipt of the Closing Balance Sheet and the Adjustment Statement to give Purchaser written notice of its objection to any item or calculation contained in the Closing Balance Sheet or the Adjustment Statement. If Seller does not give Purchaser written notice of its objection to the Closing Balance Sheet and the Adjustment Statement within such thirty (30) day period, such Closing Balance Sheet and Adjustment Statement shall be deemed final and conclusive with respect to the determination of the Adjusted Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on Seller for such purpose. If, however, Seller objects to any items or calculations contained in the Closing Balance Sheet or the Adjustment Statement, Seller shall submit a statement of its objections that quantifies the dollar amount of each objection and outlines in reasonable detail the basis and rationale for such objection, and the parties shall meet and shall attempt in good faith to resolve such objections. If the parties are unable to resolve Seller’s objections within thirty (30) days following such objection, such objections will be resolved by the Independent Accountant, who shall resolve all such objections and shall make any necessary changes or revisions to the Closing Balance Sheet and the Adjustment Statement within fifteen (15) days after su...
Final Working Capital Adjustment. (a) As soon as reasonably practicable following the Closing Date, but in no event more than sixty (60) days after the Closing Date, Buyer and Parent shall cause to be prepared and delivered to Seller an unaudited balance sheet of the Company as of the Closing Date in substantially the form of the Pre-Closing Balance Sheet (the “Closing Balance Sheet”) and a statement of Working Capital of the Company as of the Closing Date in substantially the form of the Pre-Closing Closing Statement (the “Closing Statement”), which shall quantify in reasonable detail the items constituting such Working Capital. The Closing Balance Sheet shall be prepared in accordance with the Agreed Accounting Principles. The Closing Statement will set forth the aggregate amount of Working Capital of the Company as of the Closing Date, and shall reflect the Adjustments (the “Closing Date Working Capital”). Each of Seller and Buyer shall bear its own expenses in the preparation and review of the Closing Balance Sheet and the Closing Statement. Subject to applicable Law, Seller will provide Buyer reasonable access to Seller’s records to the extent such records are reasonably related to the preparation of the Closing Balance Sheet and the Closing Statement.
Final Working Capital Adjustment. (A) As promptly as practicable, but in no event later than 42 days following the Closing Date, Seller shall, subject to Section 2(d)(viii) below, cause the following to be prepared and delivered to Buyer: (i) an audited Closing Balance Sheet, together with an audit report thereon by a “big four” independent accounting firm hired by Seller (“Seller’s Accountant”), prepared in accordance with GAAP, (ii) a statement based on the audited Closing Balance Sheet which sets forth in detail a calculation of the Closing Working Capital of the Division as of the Closing Date, and (iii) detailed schedules describing any changes between the Preliminary Working Capital Adjustment and the Final Working Capital Adjustment. Buyer shall render all reasonable assistance requested by Seller in connection with the preparation and audit of the audited Closing Balance Sheet.
Final Working Capital Adjustment. (a) Within forty-five (45) days after the Closing Date, the Buyer shall prepare and deliver to the Seller (i) a statement setting forth the Buyer’s calculation of the Closing Working Capital, which calculation shall be done in a manner consistent with the calculation of the Estimated Working Capital (the “Preliminary Final Working Capital”), (ii) a statement setting forth the Buyer’s calculation of the Final Working Capital Adjustment ((i) and (ii) collectively are the “Closing Working Capital Statement”), and (iii) a certificate of the Chief Financial Officer of the Buyer that the Closing Working Capital Statement was prepared in accordance with GAAP applied in a manner consistent with the Company’s past practice and in a manner consistent with the calculation of the Estimated Working Capital.
Final Working Capital Adjustment. (a) As soon as reasonably practicable following the Closing Date, but in no event more than 60 days after the Closing Date, Parent shall cause to be prepared and delivered to the Members’ Representative a statement of Working Capital on the Closing Date (the “Closing Date Working Capital”) substantially in the form of the Estimated Working Capital Statement (the “Working Capital Statement”). The Working Capital Statement shall be prepared in accordance with GAAP using the same accounting policies, practices, procedures and principles used in preparing the Company Balance Sheet (to the extent such policies, practices, procedures and principles were in accordance with GAAP). The Members’ Representative will provide the Purchaser and Parent reasonable access to any of the Company’s records not otherwise available to the Purchaser and Parent as a result of the transactions contemplated by this Agreement, to the extent reasonably related to the preparation of the Working Capital Statement and the calculation of Closing Date Working Capital.
Final Working Capital Adjustment. (i) If the Final Working Capital Amount is greater than the Estimated Working Capital, then Buyer shall pay to Seller the amount of such excess;
Final Working Capital Adjustment. (a) The following shall be applicable to the determination of the Merger Consideration:
Final Working Capital Adjustment. The Auditor will also determine the Working Capital as of the Closing Date (the “Final Closing Working Capital”). If the Final Closing Working Capital is less than $1,592,000 (the “Original Estimated Working Capital”), the then principal balance of the Promissory Note shall be reduced by the difference between the Final Closing Working Capital and the Original Estimated Working Capital. The Purchase Price shall be correspondingly reduced. If the Final Closing Working Capital is equal to or greater than the Original Estimated Working Capital, there will be no adjustment to the Promissory Note or the Purchase Price. The term “Working Capital” shall be the Company’s current assets, less the Company’s current liabilities. The phrase “current assets” shall be assets that are readily convertible, in the opinion of the Auditor, to cash within twelve (12) months of the Closing, and the phrase “current liabilities” shall be debts that, in the opinion of the Auditor, are likely to paid within twelve (12) months of the Closing.
Final Working Capital Adjustment. The Purchase Price shall be adjusted following the Closing based on the difference between the Final Closing Date Working Capital and the Estimated Closing Date Working Capital determined pursuant to this Section 1.4, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.4(e).
Final Working Capital Adjustment. (i) As promptly as practicable (but in any event within sixty (60) days) after the Closing Date, Buyer shall prepare or cause to be prepared, but shall not be required to audit or cause to be audited, and shall deliver or cause to be delivered to Sellers’ Representative, (x) a schedule of Working Capital of Company as of 11:59 P.M. Colorado time on the Closing Date (the “Preliminary Closing Date Working Capital Schedule”), which shall be prepared and presented on a basis consistent in all material respects (including the principles, practices and methods of accounting) with those employed in the preparation of the Working Capital Target Schedule, and which shall set forth Buyer’s calculation of Working Capital as of such time, including each of the applicable items of Working Capital set forth on the Working Capital Target Schedule, (y) a schedule (the “Preliminary Closing Date CapEx Schedule”) setting forth each Authorized Capital Expenditure made by Company between April 1, 2012 and the Closing Date, including the amount of the expenditure and the project in respect of which such expenditure was made, and Buyer’s calculation of the aggregate amount of all Authorized Capital Expenditures made by Company between April 1, 2012 and the Closing Date, and (z) a written statement of the fair market value allocation of the purchase price (as determined for U.S. federal income tax purposes) among the assets of Company in accordance with Sections 1060 and 338(b) of the Code (“Tax Allocation”). Upon receipt of the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and the Tax Allocation, Sellers’ Representative and its independent accountants shall be permitted during the succeeding thirty (30) day period to have reasonable access during normal business hours to the work papers and other documents relied upon by Buyer in connection with the preparation of the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and the Tax Allocation. At or prior to the end of such thirty (30) day period, Sellers’ Representative shall either inform Buyer in writing that the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and/or the Tax Allocation is acceptable or object to either or both in writing, setting forth a specific description of Sellers’ Representative’s objection(s). If Sellers’ Representative does not timely deliver a written objection to ...
