Minimum Net Working Capital. (a) No later than three (3) business days prior to the Closing Date, Seller shall deliver to Purchaser a good faith estimate of the Net Working Capital of the Business (the “Estimated Net Working Capital”) substantially in the form of Exhibit C and reasonably acceptable to Purchaser, quantifying the items specified on such exhibit (and any other items relevant under GAAP for a determination of Net Working Capital) for each of the Purchased Entities (giving effect to the Pre-Closing Transactions) as of the Closing Date, and for the Business taken as a whole, prepared in accordance with GAAP applied consistently with the Balance Sheet furnished pursuant to Section 3.8 (provided that, to the extent that the Balance Sheet was not in accordance with GAAP, GAAP shall apply), and including a computation in accordance with such data of the Estimated Net Working Capital. If Estimated Net Working Capital is less than, Four Million Three Hundred and Fifty Thousand United States Dollars (US $4,350,000) (such adjustment referred to as the “Closing Adjustment”), the Cash Payment shall be reduced by such difference. In no event shall the Closing Adjustment result in an increase in the Cash Payment or the Closing Cash Payment (as defined in the next sentence). For purposes of this Agreement, the Cash Payment adjusted by the Closing Adjustment is referred to as the “Closing Cash Payment”. (b) No later than seven (7) business days after the Closing Date, Seller shall deliver to Purchaser a statement of the Net Working Capital of the Business (the “Closing Date Statement”) substantially in the form of Exhibit C, quantifying the items specified on such exhibit (and any other items relevant under GAAP for a determination of Net Working Capital) for each of the Purchased Entities as of the Closing Date, and for the Business taken as a whole, prepared in accordance with GAAP applied consistently with the Balance Sheet furnished pursuant to Section 3.8 (provided that, to the extent that the Balance Sheet was not in accordance with GAAP, GAAP shall apply), and including a computation in accordance with such data of the Net Working Capital. If Seller does not deliver the Closing Date Statement to Purchaser within such seven (7) business day period, the Estimated Net Working Capital shall be deemed to be the final Net Working Capital for the purposes of determining the Closing Adjustment and the Final Cash Payment, subject to any Purchaser objection thereto pursuant to the further right to review set forth in this Section 2.3(b). Purchaser shall have the right to review the Books and Records of Seller for a period of seventy-five (75) days after receiving the Closing Date Statement to verify and confirm the accuracy thereof. If, after such review, Purchaser agrees with the Closing Date Statement, Purchaser shall promptly (and in any event within seventy-five (75) days after receiving the Closing Date Statement) notify Seller of its agreement. If, after such review, Purchaser objects to the Closing Date Statement, Purchaser shall promptly (and in any event within seventy-five (75) days after receiving the Closing Date Statement) provide Seller with a statement indicating the basis for its objections, and Purchaser and Seller shall meet and confer in an effort to resolve such disagreement in good faith. If Purchaser does not notify Seller of its agreement or objections within such seventy-five (75) day period, Purchaser shall be deemed to agree with the Closing Date Statement.
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Samples: Purchase Agreement, Purchase Agreement (Flow International Corp)
Minimum Net Working Capital. (a) No later than three (3) business days prior to the Closing Date, Seller shall deliver to Purchaser a good faith estimate of the Net Working Capital of the Business (the “Estimated Net Working Capital”) substantially in the form of Exhibit C and reasonably acceptable to Purchaser, quantifying the items specified on such exhibit (and any other items relevant under GAAP for a determination of Net Working Capital) for each of the Purchased Entities (giving effect to the Pre-Closing Transactions) as of the Closing Date, and for the Business taken as a whole, prepared in accordance with GAAP applied consistently with the Balance Sheet furnished pursuant to Section 3.8 (provided that, to the extent that the Balance Sheet was not in accordance with GAAP, GAAP shall apply), and including a computation in accordance with such data of the Estimated Net Working Capital. If The Cash Payment shall be, as applicable, decreased by the amount the Estimated Net Working Capital is less than, or increased by the amount the Estimated Net Working Capital is greater than, Four Million Three Hundred and Fifty Thousand United States Dollars (US $4,350,000) (such adjustment referred to as the “Closing Adjustment”), the Cash Payment shall be reduced by such difference. In no event shall the Closing Adjustment result in an increase in the Cash Payment or the Closing Cash Payment (as defined in the next sentence). For purposes of this Agreement, the Cash Payment adjusted by the Closing Adjustment is referred to as the “Closing Cash Payment”.
(b) No later than seven (7) business days after the Closing Date, Seller shall deliver to Purchaser a statement of the Net Working Capital of the Business (the “Closing Date Statement”) substantially in the form of Exhibit C, quantifying the items specified on such exhibit (and any other items relevant under GAAP for a determination of Net Working Capital) for each of the Purchased Entities as of the Closing Date, and for the Business taken as a whole, prepared in accordance with GAAP applied consistently with the Balance Sheet furnished pursuant to Section 3.8 (provided that, to the extent that the Balance Sheet was not in accordance with GAAP, GAAP shall apply), and including a computation in accordance with such data of the Net Working Capital. If Seller does not deliver the Closing Date Statement to Purchaser within such seven (7) business day period, the Estimated Net Working Capital shall be deemed to be the final Net Working Capital for the purposes of determining the Closing Adjustment and the Final Cash Payment, subject to any Purchaser objection thereto pursuant to the further right to review set forth in this Section 2.3(b). Purchaser shall have the right to review the Books and Records of Seller for a period of seventy-five (75) days after receiving the Closing Date Statement to verify and confirm the accuracy thereof. If, after such review, Purchaser agrees with the Closing Date Statement, Purchaser shall promptly (and in any event within seventy-five (75) days after receiving the Closing Date Statement) notify Seller of its agreement. If, after such review, Purchaser objects to the Closing Date Statement, Purchaser shall promptly (and in any event within seventy-five (75) days after receiving the Closing Date Statement) provide Seller with a statement indicating the basis for its objections, and Purchaser and Seller shall meet and confer in an effort to resolve such disagreement in good faith. If Purchaser does not notify Seller of its agreement or objections within such seventy-five (75) day period, Purchaser shall be deemed to agree with the Closing Date Statement.
(c) In the event Purchaser and Seller are unable to resolve a disagreement with respect to the Closing Date Statement within thirty (30) (or such reasonable extension thereof as consented to by the parties, such consent not to be unreasonably withheld) days following the date of Purchaser’s objection (or such longer period as Purchaser and Seller may agree), upon written notice by Purchaser or Seller to the other party and the Accountants, the Net Working Capital shall be determined by Ernst & Young LLP or, if agreed by Purchaser and Seller in writing, such other independent firm of certified public accountants mutually agreeable to Purchaser and Seller (the “Accountants”). If issues in dispute are submitted to the Accountants for resolution, (i) each party shall furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party, and shall be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants of the Net Working Capital as set forth in a notice delivered to both parties by the Accountants will be binding and conclusive on the parties; and (iii) the fees and expenses of the Accountants for such determination shall be paid by the parties based upon the degree to which the Accountants accept the respective positions of the parties. For example, if it is Purchaser’s position that the adjustment owed is US $300, Seller’s position that the adjustment owed is US $100 and the Accountants’ finding that the adjustment owed is US $150, then Purchaser shall pay 75% (300-150 / 300-100) of the Accountants’ fees and expenses and Seller shall pay 25% (150-100 / 300-100) of the Accountants’ fees and expenses. Other than the expense of retaining the Accountants, the expense of preparing the Closing Date Statement shall be borne by Seller.
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Minimum Net Working Capital. (ai) No later than three (3) business days prior Notwithstanding anything contained in this Agreement to the Closing Datecontrary, Seller shall deliver to Purchaser a good faith estimate AGS and each Major Shareholder guarantees that AGS’s adjusted working capital measured as of the Net Working Capital close of business on the Business Closing Date (the “Estimated Net Adjusted Working Capital”) substantially shall be no less than Five Hundred Thousand Dollars ($500,000.00) (the “Minimum Working Capital Amount”). Adjusted Working Capital means the book value of the cash, cash equivalents and short-term investments, trade accounts receivables and prepaid assets of AGS (net of allowances for bad debt), less the book value of the accounts payable and accrued liabilities of AGS, as adjusted as hereinafter provided, except that Adjusted Working Capital shall include only (A) the Specified Assets and (B) the Specified Liabilities less the current portion of any such Specified Liabilities included in the form of Exhibit C and reasonably acceptable to Purchaser, quantifying Debt Payoff Escrow Amount under Section 3.1(b)(i) above.
(ii) On or before the items specified on such exhibit date which is sixty (and any other items relevant under GAAP for a determination of Net Working Capital60) for each of days following the Purchased Entities Closing Date (giving effect to the Pre“Post-Closing Transactions) Adjustment Date”), WidePoint shall prepare or cause to be prepared a final balance sheet of AGS as of the Closing Date. If, and for on the Business taken Post-Closing Adjustment Date, Adjusted Working Capital measured as a wholeof the Closing Date is less than the Minimum Working Capital Amount, prepared WidePoint shall be entitled to release from the Escrow Amount, in accordance with GAAP applied consistently with the Balance Sheet furnished pursuant terms and conditions and at the times set forth in the Escrow Agreement, and deliver to Section 3.8 (provided that, Acquisition or WidePoint an amount equal to the extent difference between the Minimum Working Capital Amount and the Adjusted Working Capital Amount; provided, however, that in the event that the Balance Sheet was difference between the Minimum Working Capital Amount and the Adjusted Working Capital Amount shall exceed the amounts then-remaining in the Escrow Amount and/or the Escrow Agreement shall have been terminated, AGS shall deliver to Acquisition, in immediately available funds, an amount equal to the difference between the Minimum Working Capital Amount and the Adjusted Working Capital Amount. If, on the Post-Closing Adjustment Date, Adjusted Working Capital measured as of the Closing Date is greater than the Minimum Working Capital Amount, Acquisition shall deliver to AGS, in immediately available funds, an amount equal to the difference between the Adjusted Working Capital Amount and the Minimum Working Capital Amount.
(iii) In the event that any adjustment to the Purchase Price is necessary under the terms of this Section 3.2(b), then Acquisition or WidePoint shall deliver the calculation and determination of any adjustment to the Purchase Price (the “Adjustment”) to AGS within fifteen (15) days after the Post-Closing Adjustment Date. Such calculation shall be deemed conclusive and binding on the parties for purposes of computing the Adjustment unless AGS objects to the determination of the Adjustment by delivering a detailed statement describing AGS’s objections with any supporting data to WidePoint within fifteen (15) days after receiving the written determination of the Adjustment and supporting calculations from WidePoint. WidePoint and AGS will use reasonable efforts to resolve any such objections themselves. Any dispute regarding the determination of the Adjustment shall be resolved in the manner set forth below in Section 3.2(b)(iv). If AGS does not provide such written notice to WidePoint within such 15-day period, then WidePoint shall make the appropriate Adjustment in accordance with GAAP, GAAP shall apply), and including a computation in accordance with such data of the Estimated Net Working Capital. If Estimated Net Working Capital is less than, Four Million Three Hundred and Fifty Thousand United States Dollars this Section 3.2(b) within five (US $4,350,000) (such adjustment referred to as the “Closing Adjustment”), the Cash Payment shall be reduced by such difference. In no event shall the Closing Adjustment result in an increase in the Cash Payment or the Closing Cash Payment (as defined in the next sentence). For purposes of this Agreement, the Cash Payment adjusted by the Closing Adjustment is referred to as the “Closing Cash Payment”.
(b) No later than seven (75) business days after the Closing Date, Seller shall deliver date by which AGS was required to Purchaser a statement of the Net Working Capital of the Business (the “Closing Date Statement”) substantially in the form of Exhibit C, quantifying the items specified on provide such exhibit (and any other items relevant written notice under GAAP for a determination of Net Working Capital) for each of the Purchased Entities as of the Closing Date, and for the Business taken as a whole, prepared in accordance with GAAP applied consistently with the Balance Sheet furnished pursuant to Section 3.8 (provided that, to the extent that the Balance Sheet was not in accordance with GAAP, GAAP shall apply), and including a computation in accordance with such data of the Net Working Capital. If Seller does not deliver the Closing Date Statement to Purchaser within such seven (7) business day period, the Estimated Net Working Capital shall be deemed to be the final Net Working Capital for the purposes of determining the Closing Adjustment and the Final Cash Payment, subject to any Purchaser objection thereto pursuant to the further right to review set forth in this Section 2.3(b3.2(b)(iii). Purchaser shall have the right to review the Books and Records of Seller for a period of seventy-five (75) days after receiving the Closing Date Statement to verify and confirm the accuracy thereof. If, after such review, Purchaser agrees with the Closing Date Statement, Purchaser shall promptly (and in any event within seventy-five (75) days after receiving the Closing Date Statement) notify Seller of its agreement. If, after such review, Purchaser objects to the Closing Date Statement, Purchaser shall promptly (and in any event within seventy-five (75) days after receiving the Closing Date Statement) provide Seller with a statement indicating the basis for its objections, and Purchaser and Seller shall meet and confer in an effort to resolve such disagreement in good faith. If Purchaser does not notify Seller of its agreement or objections within such seventy-five (75) day period, Purchaser shall be deemed to agree with the Closing Date Statement.
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