Final Working Capital Adjustment Sample Clauses

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. (b) If the Members’ Representative shall disagree with the calculation of Closing Date Working Capital or any element of the Working Capital Statement relevant thereto, the Members’ Representative shall, within 15 days after receipt of the Working Capital Statement, notify Parent of such disagreement in writing, setting forth in detail the particulars of such disagreement. During the 15 day period of his review, the Members’ Representative shall have commercially reasonable access to any documents, schedules or workpapers used in the calculation of the Closing Date Working Capital and the preparation of the Working Capital Statement. In the event that the Members’ Representative does not provide such notice of disagreement within such 15 day period, the Members shall be deemed to have accepted the Working Capital Statement and the calculation of the Closing Date Working Capital delivered by Parent, which shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by the Members under any provision hereof. In the event any such notice of disagreement is timely provided, Parent and the Members’ Representative shall use commercially reasonable efforts, and shall negotiate in good faith, for a period of 15 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of Closing Date Working Capital. If, at the end of such per...

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. (b) If (i) no Statement of Objections has been delivered by the Seller within the Review Period, the Preliminary Final Working Capital as originally submitted by the Buyer shall be deemed the “Final Working Capital”, or (ii) a Statement of Objections has been delivered by the Seller within the Review Period, the Preliminary Final Working Capital, as determined pursuant to resolution of such dispute in accordance with Section 2.6(c), shall be deemed the “Final Working Capital.” (c) If the Final Working Capital is greater than the Estimated Working Capital, the Final Working Capital Adjustment shall be equal to the amount by which the Final Working Capital is greater than the Estimated Working Capital. If the Final Working Capital is less than the Estimated Working Capital, the Final Working Capital Adjustment shall be the negative amount by which the Final Working Capital is less than the Estimated Working Capital. (d) The adjustment to Purchase Price as finally determined pursuant to this Section 2.4 is referred to herein as the “Final Working Capital Adjustment” and is payable pursuant to Section 2.5.

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) If the Final Working Capital Amount is greater than the Estimated Working Capital, then Buyer shall pay to Seller the amount of such excess; (ii) If the Final Working Capital Amount is less than the Estimated Working Capital, then Seller shall pay to Buyer an amount equal to such difference; or (iii) If the Final Working Capital Amount is equal to the Estimated Working Capital Amount, then no adjustment shall be made. Any payments required under this Section 2.4(e) shall be effected within two Business Days after the Adjustment Settlement Date by wire transfer of immediately available funds to a bank account or accounts specified by the receiving Party.

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. (i) Not more than 60 days following the Closing, the Buyer shall prepare and deliver to the Seller the Final Working Capital Statement, including a calculation of Closing Net Working Capital. The Final Working Capital Statement shall be prepared in accordance with this Agreement, including Section 2.9(h). (ii) The Seller shall complete its review of the Final Working Capital Statement and the Buyer’s calculation of the Final Net Working Capital within 30 days after delivery thereof. In the event that the Seller determines that the Final Working Capital Statement has not been prepared in accordance with this Agreement, the Buyer may, on or before the last day of such 30-day period, so inform the Buyer in writing (the “Working Capital Objection”), setting forth a description in reasonable detail of the basis for the Seller’s determination and the adjustments to the Final Working Capital Statement and the corresponding adjustments to the calculation of Closing Net Working Capital set forth therein that the Seller believes should be made. Any item relating to the Closing Net Working Capital and not included by the Seller in the Working Capital Objection shall be deemed final and binding on the parties on the last day of such 30-day period. If no Working Capital Objection is received by the Buyer on or before the last day of such 30-day period, then the Closing Net Working Capital, as set forth on the Final Working Capital Statement, shall be final. The Buyer shall have 30 days from its receipt of the Working Capital Objection to review and respond to the Working Capital Objection.

Final Working Capital Adjustment. (i) Within 50 days following the Closing Date, the Seller shall deliver to the Buyer the draft Final Working Capital Statement. The draft Final Working Capital Statement shall be prepared in a manner consistent with the accounting methods, policies, practices and procedures of the relevant Swiss Company used in the preparation of the Audited Financial Statements except as set forth on Schedule 1.

Final Working Capital Adjustment. (a) The following shall be applicable to the determination of the Merger Consideration: (i) If the Closing Working Capital reflected in the Final Closing Statements (the “Final Closing Working Capital”) is less than the Estimated Closing Working Capital, then the “Working Capital Decrease” shall be the positive difference between the Final Closing Working Capital and the Estimated Closing Working Capital; and

Final Working Capital Adjustment. Within 60 days following the Closing Date, Holding Company shall deliver to PAS its calculation of a final Working Capital adjustment accompanied by Cloud’s final report thereon. In preparing such calculation, Working Capital shall be calculated in accordance with GAAP applied consistently with CIC’s prior financial statements, except as noted in Section 2.6 above and except as follows: (i) the value of CIC’s Closing Date inventory shall be adjusted to be consistent with the results of a physical inventory count to be taken on the Closing Date (which count may be observed by PAS and its Representatives) with inventory valued on a first in, first out basis, in accordance with GAAP applied consistently with CIC’s prior financial statements, including appropriate write-offs for any damaged or obsolete inventory; and (ii) CIC’s bad debt reserve shall be adjusted as set forth in Schedule 2.7 attached hereto. After receipt of Holding Company’s calculation of the final Working Capital adjustment and the Cloud report thereon, PAS and Holding Company shall negotiate in good faith to resolve any differences. If within 30 days after Holding Company’s delivery of its calculation of the final Working Capital adjustment, PAS does not notify Holding Company that it disagrees with such calculation, specifying in reasonable detail the basis therefor, or the parties are able to resolve any such differences, the final Working Capital adjustment as proposed by Holding Company or their agreement as to the final Working Capital adjustment, as the case may be, shall be binding and conclusive (the “Final Working Capital Adjustment”). If within 30 days after Holding Company’s delivery of its calculation of the final Working Capital adjustment, PAS has notified Holding Company that it disagrees with such calculation, specifying in reasonable detail the basis therefor, and the parties are unable to resolve any differences they may have concerning such calculation, the parties shall select and engage the Auditor and request the Auditor to review Holding Company’s calculation of the Final Working Capital Adjustment and to resolve any disputed item therein in a manner consistent with GAAP as defined above and the provisions of this Agreement. In that event, (i) each party will furnish to the Auditor such work papers and other documents and information relating to the disputed issues and the Final Working Capital Adjustment as the Auditor may request and as are available to that party, ...

Final Working Capital Adjustment. Subject to the resolution of all disputes, if any, regarding the Adjustment Amount in accordance with Section 2.3(c) above, the Aggregate Merger Consideration shall be subject to a downwards adjustment to the extent the Adjustment Amount is a negative number (such amount, the “Negative Working Capital Adjustment”). Parent and the Company Interest Representative shall, within two (2) Business Days after the date on which the Negative Working Capital Adjustment is determined, direct the Escrow Agent to release to Parent from the Escrow Amount an amount equal to the Negative Working Capital Adjustment. Subject to the resolution of all disputes, if any, regarding the Adjustment Amount in accordance with Section 2.3(c) above, the Aggregate Merger Consideration shall be subject to an upward adjustment to the extent the Adjustment Amount is a positive number (such amount, the “Positive Working Capital Adjustment”). Parent shall, within two (2) Business Days after such determination, distribute the amount of the Positive Working Capital Adjustment on a pro rata basis for the benefit of the Company Interest Holders on a pro rata basis according to the relative amounts of the Aggregate Merger Consideration payable to each such party, as follows: (i) Parent shall transfer to the Company Stockholders all amounts payable to the Company Stockholders, (ii) Parent shall transfer to the Company all amounts payable to the Vested Company Option Holders to the Company’s payroll account for distribution by the Company, and (iii) Parent shall transfer all amounts payable to the Participating Instrument Holders in the manner directed by the Company Interest Representative. The adjustment made pursuant to this Section 2.3(d) shall be the “Final Working Capital Adjustment”.