Net Working Capital Adjustment. Within sixty (60) days following the Closing Date, Plains may elect to prepare and deliver to MAP a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Effective Time Working Capital Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital.
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.
(b) During the sixty (60) days immediately following delivery of the Closing Statement, Seller and its professional representatives shall be entitled to review the Closing Statement and any working papers, financial records, trial balances and similar materials relating to the Closing Statement prepared by the Purchaser or by Persons retained by it, and Purchaser shall provide Seller with reasonable access to work papers of Purchaser’s accountants relating thereto, and Purchaser shall make reasonably available the individuals in its and its Affiliates’ employ as well as representatives of its accountants responsible for and knowledgeable about the information used in, and the preparation of the Closing Statement, to respond to the reasonable inquiries of, or requests for information by Seller, during normal business hours. If Seller disputes any amounts as shown on the Closing Statement, Seller shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Seller’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Seller does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the terms of this Section 1.6. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Seller shall use commercially reasonable efforts to resolve such differences...
Net Working Capital Adjustment. (a) Within 60 days after the Closing, Acquirer shall prepare the calculation of Company Net Working Capital (the “NWC Calculations”) by delivering to the Stockholders’ Agent a notice (the “Acquirer NWC Notice”) setting forth Acquirer’s calculation of Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than or more than Company Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute.
(b) The Stockholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Acquirer NWC Notice by providing written notice of such objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer NWC Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute.
(c) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to ten Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Converting Holders.
(d) If, after the ten Business Day period set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally or regionally recognized independent accounting firm acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC Calculations to the extent rele...
Net Working Capital Adjustment. (a) No later than two Business Days prior to the Closing Date, the Seller shall prepare in good faith (in consultation with the Purchaser) and deliver to the Purchaser a certificate executed by the Seller’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth (i) the estimated amount of Net Working Capital as of the Closing Date (the “Estimated Working Capital”) and (ii) the amount, if any, by which the Estimated Working Capital differs from the Working Capital Threshold, which amount will either be a positive number (if the Estimated Working Capital exceeds the Working Capital Threshold) or a negative number (if the Estimated Working Capital is less than the Working Capital Threshold). The Estimated Closing Certificate shall be used to make a preliminary adjustment to the Purchase Price pursuant to Section 3.3(b), subject to further adjustment in accordance with Section 3.3(d).
(b) In the event that the Estimated Working Capital is less than $8,795,909 (the “Working Capital Threshold”), the Purchase Price shall be reduced by an amount equal to the amount by which the Estimated Working Capital is less than the Working Capital Threshold. In the event that the Estimated Working Capital is greater than the Working Capital Threshold, the Purchase Price shall be increased by an amount equal to the amount by which the Estimated Working Capital exceeds the Working Capital Threshold.
(c) Within one hundred twenty (120) days after the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller a certificate setting forth, in reasonable detail, its determination of Net Working Capital as of 12:01 a.m. on the Closing Date (the “Final Closing Certificate”). The Seller shall have thirty (30) Business Days from the date on which the Final Closing Certificate has been delivered to it to raise any objection(s) to the Final Closing Certificate, by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item. In the event that the Seller does not deliver any such objection(s) with respect to the Final Closing Certificate within such thirty (30) Business Day period, then the Closing Certificate shall be deemed final for purposes of this Section 3.3. In the event that any such objection(s) are so delivered by the Seller, the 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:
(i) if the Estimated Closing Net Working Capital is less than the sum of (A) the Norway Target Net Working Capital and (B) the Sweden Target Net Working Capital, the Base Purchase Price shall be decreased by an amount equal to such deficiency; and
(ii) if the Estimated Closing Net Working Capital exceeds the sum of (A) the Norway Target Net Working Capital and (B) the Sweden Target Net Working Capital, the Base Purchase Price shall be increased by an amount equal to such excess.
(b) Except as may otherwise be agreed by the parties, as promptly as practicable, but in no event later than sixty (60) days after the Closing Date, Buyer shall in good faith prepare and deliver to Seller (i)(A) an unaudited consolidated balance sheet of the Norway Company as of the Closing prepared in accordance with GAAP (except for the absence of notes) (the “Norway Closing Balance Sheet”), and (B) a statement (the “Norway Closing Net Working Capital Statement”) setting forth Buyer’s calculation of the Norway Net Working Capital as of the Closing, based on such Norway Closing Balance Sheet and calculated on a basis consistent with Schedule A (the “Norway Closing Net Working Capital”), (ii)(A) an unaudited consolidated balance sheet of the Sweden Company and the Sweden Subsidiary as of the Closing prepared in accordance with GAAP (except for the absence of notes) (the “Sweden Closing Balance Sheet”), and (B) a statement (the “Sweden Closing Net Working Capital Statement” and together with the Norway Closing Net Working Capital Statement, the “Closing Net Working Capital Statement”) setting forth Buyer’s calculation of the Sweden Net Working Capital as of the Closing, based on such Sweden Closing Balance Sheet and calculated on a basis consistent with Schedule B (the “Sweden Closing Net Working Capital”) and (iii) the sum of the Norway Closing Net Working Capital and the Sweden Closing Net Working Capital (the “Closing Net Working Capital”).
Net Working Capital Adjustment. (a) Within ninety (90) days after the Closing Date, Xxxxx shall prepare and deliver to the Shareholder Representative a statement (the “Closing Statement”) (i) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”), the amount of Cash and Cash Equivalents as of immediately prior to the Closing, and (ii) setting forth the amount of Closing Date Funded Indebtedness and Selling Expenses not included on the Closing Payoff Certificate, if any.
(b) If the Shareholder Representative disputes any amounts as shown on the Closing Statement, the Shareholder Representative shall deliver to Buyer within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth the Shareholder Representative’s calculation of such amounts and describing in reasonable detail the basis for the determination of such different amounts. If the Shareholder Representative does not deliver a Dispute Notice to Buyer within such thirty (30) day period, the Closing Statement prepared and delivered by Buyer shall be deemed to be the “Final Closing Statement.” The Shareholder Representative and Buyer shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after the Shareholder Representative has given the Dispute Notice. If the Parties resolve such differences, the Closing Statement agreed to by the Shareholder Representative and Buyer shall be deemed to be the Final Closing Statement. If Buyer and the Shareholder Representative do not reach a final resolution on the Closing Statement within thirty (30) days after the Shareholder Representative has given the Dispute Notice, unless Buyer and the Shareholder Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Buyer, the Shareholder Representative and the Neutral Accountant (which Buyer and the Shareholder Representative agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Shareholder Representative and Buyer (the “Disputed Items”), solely in accordance with the terms of this Agreement. Buyer and the Shareholder Representative shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Buyer, the Shareholder Representative and the Neutra...
Net Working Capital Adjustment. (i) For purposes of this Agreement, "Net Working Capital" shall equal (i) cash, money market accounts, accounts receivable (net of reasonable provisions for doubtful accounts), cash surrender value of life insurance policies, and prepaid expenses including rental payments if paid in advance, as of Closing less (ii) all current liabilities of the Company as of Closing, including but not limited to liabilities for inventory, office supplies, ordinary compensation payables, employee benefits and taxes (excluding accrued paid time off for vacation and sick leave), bonuses (including all related payroll taxes and employee benefits), personal and real property taxes, water, gas, electric and other utility charges, business and other license fees and taxes (excluding fees for audiology and hearing aid dispensing licenses), merchants' association dues, rental payments under any leases, any customer refunds for hearing aids delivered prior to Closing, and all other operating liabilities (including legal, accounting, and other professional fees and expenses incurred in the ordinary course of business), vendor accounts payable and intercompany accounts. In computing Net Working Capital, (i) all hearing aids ordered but not fitted to the patient as of the Closing date will not be included in accounts receivable and (ii) all payments made by Company with respect to such hearing aid orders shall be treated as prepaid items.
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. Within fourteen (14) days after the Closing Date (the “Net Working Capital Review Period”), the Parties shall work in good faith to jointly prepare a statement setting forth their calculation of Net Working Capital, which statement shall contain a balance sheet of the Company estimated in good faith as of the Closing Date (without giving effect to the transactions contemplated herein), and a good faith calculation of Closing Working Capital (the “Net Working Capital Statement”). If Net Working Capital is positive, on or prior to the end of the Net Working Capital Review Period, Buyer shall pay Sellers an amount equal to the Net Working Capital relating to (x) prepaid expenses and (y) accounts receivable and inventory which have been paid or sold, respectively, after Closing but prior to the end of the Net Working Capital Review Period. On a monthly basis thereafter, to the extent Net Working Capital was not paid in full in accordance with the preceding sentence, Sellers may submit to Buyer a statement calculating the amount of accounts receivable and inventory that have been paid or sold, respectively, after the Net Working Capital Review Period. No later than ten (10) business days after receipt of each such statement, Buyer shall pay Sellers an amount equal to the portion of Net Working Capital which relates to accounts receivable and inventory that has been paid or sold, respectively, after the Net Working Capital Review Period, which has not yet been paid; provided that, Buyer’s payments hereunder shall in no event exceed the Net Working Capital as determined in the Net Working Capital Statement. For the avoidance of doubt, the amounts payable hereunder are in addition to the amounts payable with respect to the Purchase Price and Earn- Out Payment.
Net Working Capital Adjustment. (i) Within sixty (60) days of Closing, Buyer shall prepare and deliver to Seller a statement setting forth its calculation of the Closing Working Capital (“Closing NWC Statement”). After receiving the Closing NWC Statement, Seller shall have sixty (60) days to review the Closing NWC Statement (the “Review Period”). During the Review Period, Seller will have reasonable access to the books and records of Buyer to the extent that they relate to the Closing NWC Statement and provided, that such access does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Closing NWC Statement by delivering notice detailing its objections to the Closing NWC Statement. If Seller fails to deliver such notice prior to the expiration of the Review Period, the Closing NWC Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing NWC Statement, as the case may be, shall be deemed to have been accepted by Seller. If Sxxxxx does deliver such statement prior to the expiration of the Review Period, then the Buyer and Sxxxxx agree to negotiate in good faith to resolve such objections within fifteen (15) days of delivery. In the event Buyer and Seller are unable to reach and agreement or resolve Seller’s objections, then any amounts remaining in dispute (the “Disputed Amounts”) shall be submitted for resolution to the office of a mutually agreed to independent and impartial nationally recognized firm of independent certified public accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make adjustments to the Closing NWC Statement as necessary. The parties hereto agree that the Independent Accountant shall only decide the specific items under dispute by the parties and any decision arrived at by such Independent Account shall be final and determinative.
