Net Cash Adjustment. 8.2.1 If the aggregate Net Cash is greater than nil (0), the excess shall on a dollar-for-dollar basis be paid to the Seller by the Purchaser.
Net Cash Adjustment. Within five Business Days after the Closing Statement is finalized pursuant to clause (b) or (d):
Net Cash Adjustment. 4.1 The portion of the purchase price payable in cash shall be subject to a net cash adjustment which is the result (in Euro) of, in each case as of the Closing Date and on a consolidated basis for the entire Group,
Net Cash Adjustment. 2.3.1 As of the date of this Agreement, within five (5) Business Days after the end of each calendar month the Sellers shall report to the Purchaser in writing on the amount of Net Cash as at the last Business Day of each calendar month.
Net Cash Adjustment. (A) The number of Merger Shares to be issued pursuant to this Agreement shall be subject to adjustment (to be mutually agreed upon at least two (2) Business Days prior to the Closing Date) (the “Net Cash Adjustment”) as follows:
Net Cash Adjustment. (a) Not less than four business days prior to the Closing Date and in accordance with the Restructuring Agreement, Newco shall prepare and deliver to Parent the Initial Statement setting forth the Estimated Net Cash. Within 10 days after the Closing Date, Newco shall prepare and deliver to Parent a statement (the “Closing Statement” and, together with the Initial Statement, the “Statements”) setting forth Net Cash (which amount shall not include the Net Cash Adjustment Amount) (“Closing Net Cash”). During the 10 day period following Parent’s receipt of the Closing Statement, Parent and its independent auditors will be permitted to review Newco’s working papers relating to the Statements. The Statements shall become final and binding upon the parties on the tenth day following receipt of the Closing Statement, unless Parent gives written notice of its disagreement with either Statement (“Notice of Disagreement”) to Newco prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include disagreements based on Estimated Net Cash or Closing Net Cash, as the case may be, not being calculated in accordance with this Section 3.05. If a Notice of Disagreement is received by Newco in a timely manner, then the Statements (as revised in accordance with clauses (A) or (B) below) shall become final on the earlier of (A) the date Parent and Newco resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 20 day period following delivery of a Notice of Disagreement, Parent and Newco shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period Newco and its independent auditors shall have access to the working papers relating to the Notice of Disagreement. At the end of such 20 day period, Parent and Newco shall submit to an independent accounting firm (the “Accounting Firm”) for review and resolution any and all matters that remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be a nationally recognized independent public accounting firm agreed upon by Parent and Newco in writing, other than Xxxxxx Xxxxxxxx LLP or PricewaterhouseCoopers LLP. Parent and ...
Net Cash Adjustment. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a certificate signed by an officer of the Company setting forth the Company’s good faith determination of the estimated Net Cash (“Estimated Net Cash”). The Company shall provide Parent access to such working papers and other information reasonably available supporting such calculation of Estimated Net Cash.
Net Cash Adjustment. (a) At least ten (10) days prior to the Anticipated Closing Date, each Party shall deliver to the other a Net Cash Schedule. Upon the reasonable request of the receiving Party, the delivering Party shall make the work papers and back-up materials used or useful in preparing the Net Cash Schedule available to the receiving Party. Within three (3) Business Days after delivery of a Net Cash Schedule (the “Net Cash Response Date”), the receiving Party will have the right to dispute any part of the delivering Party’s Net Cash Schedule by delivering a written notice to that effect to such Party (a “Cash Dispute Notice”). Any Cash Dispute Notice shall identify in reasonable detail the nature of any proposed revisions to the calculation of such Party’s Net Cash. If on or prior to the Net Cash Response Date, (i) both receiving Parties notify the other Party that it has no objections to the Net Cash Schedule of the other Party or (ii) both receiving Parties fail to deliver a Cash Dispute Notice, then both Parties’ Net Cash as set forth in each Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement. If either Party delivers a Cash Dispute Notice on or prior to the Net Cash Response Date, then members of senior management of both Parties shall promptly meet in person or telephonically at mutually agreed upon times and attempt in good faith to resolve the disputed items and negotiate an agreed-upon determination of Net Cash for both Parties.
Net Cash Adjustment. Subject to Clause 3.7(c), if the Net Cash:
