Net Working Capital Adjustment Sample Clauses
A Net Working Capital Adjustment clause defines how the purchase price in a transaction will be modified based on the difference between the estimated and actual net working capital at closing. Typically, the buyer and seller agree on a target net working capital amount, and after closing, the actual net working capital is calculated; if it is higher or lower than the target, the purchase price is adjusted accordingly. This clause ensures that both parties are treated fairly by accounting for fluctuations in short-term assets and liabilities, preventing either side from being disadvantaged by unexpected changes in the company's financial position at the time of sale.
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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. (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. Each of the conversion amounts and payment amounts set forth in Section 4 and Section 5 hereof shall be subject to the following adjustment mechanism after the Closing (the “Net Working Capital Adjustment”):
(a) The Parties acknowledge and agree that the conversion amounts and payment amounts set forth in Section 4 and Section 5 are based on the Financial Model, which model is based on financial statements provided by the Sky Solar Parties as of August 31, 2019. The Parties’ further acknowledge and agree that the foregoing conversion amounts and payment amounts are intended to reflect the Net Working Capital of each of the Equity Conversion Project Companies as of the Cutoff Date but that financial statements as of the Cutoff Date were not made available to the H▇▇▇▇▇ Parties prior to the execution of this Agreement. Promptly following the execution of this Agreement, but no later than seven (7) Business Days following the date hereof, the Sky Solar Parties shall deliver financial statements for each of the Equity Conversion Project Companies as of the Cutoff Date. Promptly thereafter, the Financial Model and the conversion amounts and payment amounts set forth in Section 4 and Section 5 of this Agreement shall be modified to reflect the updated financial information set forth in the Cutoff Date balance sheets.
(b) No later than five (5) Business Days prior to the date that is scheduled by the Parties as the Closing Date, the Sky Solar Parties shall deliver to the H▇▇▇▇▇ Parties the Estimated Statement of Net Working Capital, which will include their estimates of Net Working Capital for each of the Equity Conversion Project Companies as of the Closing Date. In the event that the Net Working Capital reflected in the Financial Model exceeds the Net Working Capital reflected in the Estimated Statement of Net Working Capital, then the relevant conversion amounts or payment amounts, as applicable, will be adjusted upward in an amount equal to such excess. In the event that the Net Working Capital reflected on the Estimated Statement of Net Working Capital exceeds the Net Working Capital reflected on the Financial Model, then the relevant conversion amounts or payment amounts, as applicable, will be adjusted downward in an amount equal to such excess. Such adjustments will be reflected in the Funds Flow Memorandum, which shall be agreed by the Parties at least two (2) Business Days prior to the Closing Date.
(c) As promptly as practicable, but in any event withi...
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. (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. 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) 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. After the Closing Date, the Purchaser shall ------------------------------ have the obligation to conduct an adjustment process of the Purchase Consideration (either increased or decreased, as the case may be), on the basis of the difference between the Net Working Capital of (i) two hundred and eleven million one hundred and fifty-nine thousand pesetas (211,159,000.00 Pts) determined from the balance sheet dated December 31, 2000, and attached hereto as Appendix 2.8 (hereinafter the "Basic Balance Sheet") and (ii) the amount of Net Working Capital of the Company on the Closing Date determined in accordance with Spanish generally accepted accounting standards by the independent auditing process set forth in this clause 2.8 (hereinafter, the "Adjustment").
a) For purposes of conducting the Adjustment, the Purchaser shall appoint an independent auditor (hereinafter, the "First Auditor") from one of the firms listed in Appendix 2.8(a) within ten (10) Business Days from the Closing Date. Such independent auditor shall have twenty-five (25) Business Days from the Closing Date within which to deliver to board of directors of the Company a written report determining the value of the Net Working Capital of the Company on the Closing Date (hereinafter, the "First Auditor's Report").
b) Should the First Auditor's Report determine that the Net Working Capital of the Company on the Closing Date was less than the amount of 211,159,000.00 Pts, the Vendors shall have the right to appoint, at their own expense, a second independent auditor (hereinafter, the "Second Auditor") from the firms listed in Appendix 2.8(a) within five (5) Business Days from delivery of the First Auditor's Report to conduct a review of the conclusions of the First Auditor's Report.
c) Should the Vendors approve the conclusions of the First Auditor's Report or fail to notify the appointment of such Second Auditor within the time period provided in clause 2.8(b), the conclusions of the First Auditor's Report shall be final and binding for purposes of calculating the Final Adjustment.
d) Should a Second Auditor be appointed, it shall deliver a written report to the board of directors of the Company within fifteen (15) Business Days following its appointment (hereinafter, the "Second Auditor's Report"). If there is any difference between the amount of the Net Working Capital of the Company on the Closing Date as determined by the First Auditor's Report and the Second Auditor's Report, and the Parties ...
Net Working Capital Adjustment. The Closing Payment shall be adjusted (such adjustment may be positive or negative), if at all, on a dollar-for-dollar basis to the extent that the Net Working Capital is greater than or less than the Target Net Working Capital as set forth below:
(a) Within ten (10) Business Days prior to the Closing, but in no event less than three (3) Business Days prior to the Closing, the Sellers shall (or shall cause the Acquired Companies’ accountants to) prepare and deliver to Buyer a certificate that contains a good faith and reasonable best estimate of the Net Working Capital as of 11:59 p.m. Eastern Standard Time (“EST”) on the Closing Date (the “Estimated Net Working Capital”), which Estimated Net Working Capital shall be prepared in accordance with GAAP using the same accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions and procedures as were used to prepare the Financial Statements and as set forth on Schedule 1.5(a). If the Estimated Net Working Capital exceeds the Target Net Working Capital Ceiling, then the Closing Payment payable to the Sellers at the Closing pursuant to Section 1.2 and Section 1.4 shall be increased by an amount equal to the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital Ceiling. If the Estimated Net Working Capital is less than the Target Net Working Capital Floor, then the Closing Payment payable to the Sellers at the Closing pursuant to Section 1.2 and Section 1.4 shall be reduced by an amount equal to the amount by which the Target Net Working Capital Floor exceeds the Estimated Net Working Capital. If the Estimated Net Working Capital is equal to or greater than the Target Net Working Capital Floor and equal to or less than the Target Net Working Capital Ceiling, then no adjustments shall be made pursuant to this Section 1.5(a).
(b) Buyer shall prepare and deliver to the Sellers within ninety (90) days after the Closing Date an unaudited consolidated balance sheet of the Acquired Companies as of 11:59 p.m. EST on the Closing Date (as adjusted, if at all, pursuant to Section 1.5(c) and Section 1.5(d), the “Closing Balance Sheet”), which shall also set forth a calculation of Net Working Capital determined from the Closing Balance Sheet (the “Net Working Capital Calculation”) and the amount, if any, by which the Net Working Capital so determined is less than or greater than the Estimated Net Working Capital (the “Adjustment Calculation”). Th...
Net Working Capital Adjustment. If Net Working Capital, as finally determined pursuant to Section 3.1(b)(ii), is less than Estimated Net Working Capital, then the Estimated Merger Consideration shall be reduced dollar-for-dollar by the amount of such shortfall. If Net Working Capital, as finally determined pursuant to Section 3.1(b)(ii), is greater than Estimated Net Working Capital, then the Estimated Merger Consideration shall be increased dollar-for-dollar by the amount of such difference.