Net Working Capital Adjustment. (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.
Net Working Capital Adjustment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser...
Net Working Capital Adjustment. (i) For purposes of this Agreement, "
Net Working Capital Adjustment. (a) Promptly following the Closing Date, but in no event later than ninety (90) days after the Closing Date, the Buyer shall deliver or cause to be delivered to the Sellers a balance sheet of the Acquired Companies on a consolidated and combined basis as of immediately prior to the Effective Time, prepared in a manner that is consistent with the model balance sheet attached as Exhibit B (the “Model Balance Sheet”), together with a statement (the “Proposed Closing Statement”) setting forth, in reasonable detail, the Buyer’s calculation of the Net Working Capital of the Acquired Companies on a consolidated and combined basis as of immediately prior to the Effective Time (the “Proposed Net Working Capital Amount”). To the extent reasonably required to complete their review of the Buyer’s Proposed Closing Statement, the Sellers and their Representatives shall have full and timely access to all supporting work papers and other documentation used in, and the personnel responsible for preparation of, the Buyer’s Proposed Closing Statement. In the event the Sellers dispute the correctness of any portion of the Proposed Closing Statement or the Proposed Net Working Capital Amount, the Sellers shall notify the Buyer in writing of their objections within thirty (30) days after receipt of the Buyer’s Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers’ objections (including the amount in dispute and the basis for such dispute) (the “Statement of Objections”). If the Sellers fail to deliver such Statement of Objections within the time period required by the preceding sentence, the Sellers shall be deemed to have accepted the Buyer’s calculations and such calculations, the Proposed Closing Statement and each of the amounts set forth on the Proposed Closing Statement shall be final, conclusive and binding on the Parties. To the extent the Sellers object within the time period contemplated by this Section 2.6(a), the specific items on the Buyer’s Proposed Closing Statement to which the Sellers object shall be considered to be in dispute, and the Sellers shall be deemed to have accepted the Buyer’s calculation in respect of all other matters and such other matters shall not be considered to be in dispute. The Sellers and the Buyer shall endeavor in good faith to resolve any disputed matters (which shall include at least one face-to-face meeting between Xxxxxx and Xxxxxxx Xxxxx or his successor as chief executive ...
Net Working Capital Adjustment. If the Net Working Capital Amount as finally determined pursuant to Section 1.04(a) above is greater than the Estimated Net Working Capital Amount, Buyer shall pay such excess to Seller in accordance with Section 1.04(c). If the Net Working Capital Amount as finally determined pursuant to Section 1.04(a) above is less than the Estimated Net Working Capital Amount, Seller shall pay or cause to be paid such shortfall to Buyer in accordance with Section 1.04(c).
Net Working Capital Adjustment. (a) At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate of an executive officer of Seller (the “Estimated Net Working Capital Statement”) that sets forth Seller’s good faith estimate of each of (x) the Norway Net Working Capital and (y) the Sweden Net Working Capital, in each case, as of the Closing, together with a calculation of the sum of the estimated Norway Net Working Capital and estimated Sweden Net Working Capital (such sum, the “Estimated Closing Net Working Capital”). At the Closing:
Net Working Capital Adjustment. (i) As promptly as practicable, but in no event later than 30 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a balance sheet of the Company as of the open of business on the Closing Date prepared in accordance with GAAP with no Change in Accounting Principles from those utilized in preparing the Financial Statements (the "Closing Balance Sheet"), together with a schedule setting forth in reasonable detail the Purchaser's good faith calculation of the Net Working Capital at Closing.
Net Working Capital Adjustment. The Purchase Price shall be adjusted as follows: (i) in the event that the Net Working Capital as of the Closing Date exceeds the Net Working Capital Target by more than $10,000, then the Purchase Price shall be adjusted upward by an amount equal to one-half (1/2) of the difference between the excess amount and $10,000, in which case Buyer shall promptly, but in any event within five (5) business days following the determination in accordance with Section 2.3(b) hereof, increase the principal balance of the Note by one-half (1/2) of the difference between the excess amount and $10,000; or (ii) in the event that the Net Working Capital as of the Closing Date is less than the Net Working Capital Target by more than $10,000, then the Purchase Price shall be adjusted downward in an amount equal to one-half (1/2) of the difference between the deficiency amount and $10,000, in which case Buyer shall offset such difference between the deficiency amount and $10,000 against the principal balance of the Note.
Net Working Capital Adjustment. (a) Definition of “
Net Working Capital Adjustment. The parties acknowledge that the Escrow Fund may be used as a source of payment for that amount owing by the Company to Buyer, if any, represented by the positive difference between the Estimated Purchase Price and the Purchase Price (the "Purchase Price Adjustment"), pursuant to Sections 1.3 and 1.4 of the Asset Purchase Agreement, to the extent that the Purchase Price Adjustment exceeds the Net Working Capital Holdback. Upon final determination of the Purchase Price Adjustment in accordance with Sections 1.3 and 1.4 of the Asset Purchase Agreement together with interest thereon as provided in Section 1.4(b) of the Asset Purchase Agreement, the Company shall have the right to instruct Escrow Agent in writing (with a copy of such instruction to be provided concurrently to Buyer) to pay to Buyer from the Escrow Fund an amount equal to the excess of (i) the Purchase Price Adjustment together with interest thereon over (ii) the Net Working Capital Holdback, as provided in Section 1.4(b)(i) of the Asset Purchase Agreement, and Escrow Agent shall comply with such instruction.
