Net Working Capital Adjustments. (a) At the Closing, Sellers shall cause Aurora Communications to deliver to Buyer its good faith estimate of the Net Working Capital of the Companies as of the Closing Date (which may be positive or negative) (the "Estimated Closing Net Working Capital"), together with a reasonably detailed explanation of the calculation thereof. If the Estimated Closing Net Working Capital is less than zero, then the difference between zero and the Estimated Closing Net Working Capital shall be deducted from the Cash Consideration payable to Sellers at the Closing according to their respective Cash Percentages. If the Estimated Closing Net Working Capital is greater than zero, Buyer shall pay the difference between the Estimated Net Working Capital and zero (the "Estimated NWC Payment Amount") to Sellers at the Closing according to their respective Cash Percentages.
(b) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereafter, Buyer shall (i) cause the Companies to prepare (x) a consolidated pro forma balance sheet of the Companies as of the Closing Date (the "Closing Balance Sheet") and (y) a calculation of the Net Working Capital as reflected on the Closing Balance Sheet (the "Closing Net Working Capital"), (ii) cause the Closing Balance Sheet and the calculation of Closing Net Working Capital to be audited by Xxxxx Xxxxxxxx LLP ("GT"), and (iii) deliver the Closing Balance Sheet and the calculation of Closing Net Working Capital, together with the audit letter of GT, to the Sellers' Agent. The Closing Balance Sheet shall be prepared in accordance with Generally Accepted Accounting Principles and on a basis consistent with the preparation of the historical consolidated financial statements of the Companies and shall fairly present the consolidated financial position of the Companies as of the Closing.
(c) Upon delivery of the Closing Balance Sheet, Buyer shall cause the Companies to provide Sellers' Agent full access to the books and records of the Companies to the extent reasonably related to its evaluations of the Closing Balance Sheet and the calculation of the Closing Net Working Capital. If Sellers' Agent shall disagree with the calculation of the Closing Net Working Capital, it shall notify Buyer of such disagreement in writing, in reasonable detail (in light of the information then available to Sellers' Agent), within thirty (30) days after its receipt of the Closing Balance Sheet. In the event Sell...
Net Working Capital Adjustments. It is acknowledged that pursuant to Section 2.9 of the Merger Agreement, that when the Closing Working Capital Amount (as defined in Section 2.9(a) of the Merger Agreement) is finally agreed to or determined in accordance with Section 2.9(d) of the Merger Agreement, the Escrow Amount will be adjusted as follows:
(i) if pursuant to Section 2.9(b)(i) of the Merger Agreement, Buyer is required to pay the difference between the Closing Net Working Capital Amount and the Estimated Working Capital Amount (as defined in Section 2.1(h) of the Merger Agreement), Buyer shall pay the difference in cash or Buyer Common Stock, at Buyer’s option, valued at the then current fair market value into the Escrow Account in accordance with Section 2.9(c) of the Merger Agreement, such amount to become an addition to the Escrow Amount; and
(ii) if pursuant to Section 2.9(b)(ii) of the Merger Agreement, Buyer is entitled to a credit in the amount of the difference between the Closing Net Working Capital Amount and the Estimated Working Capital Amount, following receipt of the requisite evidence pursuant to Section 3(d)(iii), the Escrow Agent shall deduct such difference from the Escrow Amount and pay such difference in cash from the Escrow Amount to Buyer or, in Buyer’s sole discretion and at its written instruction, the Escrow Agent shall release to Buyer from the Escrow Amount a number (as calculated pursuant to Section 3(e)(xiii)) of Escrow Shares with a value equal to such amount, in accordance with Section 2.9(c) of the Merger Agreement.
(iii) Upon such resolution of the Closing Working Capital Amount in accordance with Section 2.9(d) of the Merger Agreement, Buyer and the Representative will promptly provide the Escrow Agent with such evidence as shall be required to permit the Escrow Agent to make any such adjustment or payment pursuant to this Section 3(d).
Net Working Capital Adjustments. It is acknowledged that pursuant to Section 2.9 of the Merger Agreement, that when the Closing Working Capital Amount (as defined in Section 2.9(a) of the Merger Agreement) is finally agreed to or determined in accordance with Section 2.9(d) of the Merger Agreement, the Escrow Amount will be adjusted as follows:
(i) if pursuant to Section 2.9(b)(i) of the Merger Agreement, Buyer is required to pay the difference between the Closing Net Working Capital Amount and the Estimated Working Capital Amount (as defined in Section 2.1(h) of the Merger Agreement), Buyer shall pay the difference in cash into the Escrow Account in accordance with Section 2.9(c) of the Merger Agreement, such amount to become an addition to the Escrow Amount; and
(ii) if pursuant to Section 2.9(b)(ii) of the Merger Agreement, Buyer is entitled to a credit in the amount of the difference between the Closing Net Working Capital Amount and the Estimated Working Capital Amount, following receipt of the requisite evidence pursuant to Section 3(d)(iii), the Escrow Agent shall deduct such difference from the Escrow Amount and pay such difference in cash from the Escrow Amount to Buyer, in accordance with Section 2.9(c) of the Merger Agreement.
(iii) Upon such resolution of the Closing Working Capital Amount in accordance with Section 2.9(d) of the Merger Agreement, Buyer and the Representative will promptly provide the Escrow Agent with such evidence as shall be required to permit the Escrow Agent to make any such adjustment or payment pursuant to this Section 3(d).
Net Working Capital Adjustments. (a) As at the Closing Date, the Company shall have a Closing Net Working Capital of $3,400,000 (the “Target Amount”). “Closing Net Working Capital” means (a) the sum of the current assets (including accounts receivable) other than Cash of the Company and its Subsidiaries as reflected on the Estimated Closing Balance Sheet or Final Closing Balance Sheet, as applicable, and as calculated in accordance with GAAP, plus any Parent Transaction Expenses paid by the Company prior to Closing, minus (b) the sum of the current liabilities of the Company and its Subsidiaries as reflected on the Estimated Closing Balance Sheet or Final Closing Balance Sheet, as applicable, and as calculated in accordance with GAAP, but specifically excluding any liabilities for the current portion of any Funded Debt, Change of Control Payments, and Parent Transaction Expenses. For the purposes of this Agreement, “GAAP” shall mean generally accepted accounting principles in the United States, applied on a consistent basis with past practices as set forth in the Financial Statements (as defined below). Attached hereto as Exhibit C is an example of the calculation of Closing Net Working Capital, setting forth the line items included in current assets and current liabilities, as well as the other amounts described in this Section 1.11(a).
Net Working Capital Adjustments. The Purchase Price assumes that the Net Working Capital as of the Closing Date of (A) the US Operations is $4,017,000 and (B) the UK Operations is £3,245,000. The Purchase Price will be adjusted (A) on a dollar-for-dollar basis, either up or down, to the extent the Net Working Capital of the US Operations is greater than or less than $4,017,000 and (B) on a pound sterling-for-pound sterling basis, either up or down, to the extent the Net Working Capital of the UK Operations is greater than or less than £3,425,000. For purposes of this Section 2.3(b), "Net Working Capital" shall mean the sum of the following (all, except as noted below, determined in accordance with GAAP, consistently applied and the historical practice of the Sellers and excluding cash and cash equivalents, deferred tax accounts, and accrued Tax liabilities):
Net Working Capital Adjustments. (a) As promptly as possible, but in any event within 90 days after the Closing Date, Parent will deliver to the Representative (i) an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the Closing (the “Closing Balance Sheet”) prepared in accordance with GAAP, consistently applied and (ii) a reasonably detailed calculation by Parent of the Net Working Capital derived from the Closing Balance Sheet (together, the “Closing Statement”). The Closing Statement will be prepared in accordance with GAAP, consistently applied and the applicable definitions in this Agreement. The Closing Statement will entirely disregard (x) any and all effects on the assets or liabilities of the Company and its Subsidiaries as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Parent or the Surviving Corporation or any other transaction entered into by Parent or the Surviving Corporation in connection with the consummation of the transactions contemplated hereby, except as specifically contemplated in Section 12.02, and (y) any of the plans, transactions, or changes which Parent initiates or makes or causes to be initiated or made, in each case after the Closing with respect to the Surviving Corporation and its Subsidiaries or their business or assets, or any facts or circumstances that are unique or particular to Parent or any of its assets or liabilities.
(b) Parent will, and will cause the Surviving Corporation and its Subsidiaries to, (i) assist the Representative and its representatives in the review of the Closing Statement and provide the Representative and its representatives with access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Surviving Corporation and its Subsidiaries relevant for purposes of their review of the Closing Statement, and (ii) cooperate with the Representative and its representatives in connection with such review, including providing on a reasonable basis all other information necessary or useful in connection with the review of the Closing Statement, in each case as is reasonably requested by the Representative or its representatives and provided that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Parent, the Surviving Corporation or their respective Subsidiaries. If the ...
Net Working Capital Adjustments. (a) On or immediately prior to the Closing Date, Dion and Dick shall deliver to the Purchaser a statement of the estimated Net Working Capital (the "ESTIMATE") of the Business as at the Closing Date in accordance with the methodology set forth in Schedule 2.10.
(b) If the Net Working Capital of the Business as at the closing date prepared and delivered as contemplated in Section 2.10(1) hereof is positive, then the cash portion of the Dion Purchase Price, the Dick Purchase Price, the Xxxx Purchase Price and the TD Canada Trust Purchase Price payable at the Time of Closing shall be increased proportionately. If the estimated Net Working Capital of the Business as at Closing Date prepared in accordance with the aforementioned section is negative, then the cash portion of the Dion Purchase Price, the Dick Purchase Price, the Xxxx Purchase Price and the TD Canada Trust Purchase Price payable at the Time of Closing shall be reduced proportionately.
(2) As promptly as possible, but in any event no later than sixty (60) days after the Closing Date, Purchaser shall provide to the Dion Group and the Dick Group a statement of the Net Working Capital of the Business as of the Closing Date prepared by the Purchaser (the "NET WORKING CAPITAL STATEMENT") together with a written explanation of differences, if any, from the Estimate. The Net Working Capital Statement shall be prepared in accordance with the methodology for the calculation of Net Working Capital set forth in Schedule 2.
Net Working Capital Adjustments. (a) Prior to the Closing, XXXX delivered to PAC a statement that consisted of (1) an estimated consolidated balance sheet of XXXX and the XXXX Subsidiaries as of immediately prior to the Closing, along with adjustments as set forth in the definition of XXXX Net Working Capital Amount, whether or not such adjustments are otherwise required by GAAP, (2) an estimated calculation of the XXXX Net Working Capital Amount as of immediately prior to the Closing (the “Estimated XXXX Net Working Capital Amount”) based upon such estimated balance sheet, and (3) a calculation of the sum of the Estimated XXXX Net Working Capital Amount minus the Target XXXX Net Working Capital Amount (which sum may be a negative number, the “XXXX Estimated Adjustment Amount”), together with a statement setting forth a computation of the Aggregate XXXX Closing Consideration. Prior to the Closing, NMA delivered to PAC a statement that consisted of (1) an estimated consolidated balance sheet of NMA and the NMA Subsidiaries as of immediately prior to the Closing, along with adjustments as set forth in the definition of NMA Net Working Capital Amount, whether or not such adjustments are otherwise required by GAAP, (2) an estimated calculation of the NMA Net Working Capital Amount as of immediately prior to the Closing (the “Estimated NMA Net Working Capital Amount”) based upon such estimated balance sheet, and (3) a calculation of the sum of the Estimated NMA Net Working Capital Amount minus the Target NMA Net Working Capital Amount (which sum may be a negative number, the “NMA Estimated Adjustment Amount”), together with a statement setting forth a computation of the Aggregate NMA Closing Consideration.
(b) Within forty-five (45) days after the Closing Date, (i) PAC shall deliver to the XXXX Representative a statement prepared in good faith in accordance with the applicable provisions of this Agreement (the “XXXX Net Working Capital Statement”) that shall include and set forth (1) a consolidated balance sheet of XXXX and the XXXX Subsidiaries as of immediately prior to the Closing, along with adjustments as set forth in the definition of XXXX Net Working Capital Amount, and (2) a calculation of the XXXX Net Working Capital Amount as of immediately prior to the Closing; and (ii) PAC shall deliver to the NMA Representative a statement prepared in good faith in accordance with the applicable provisions of this Agreement (the “NMA Net Working Capital Statement” and together with the XXXX Net Wo...
Net Working Capital Adjustments. (a) Schedule 2.6 attached hereto states the Net Working Capital as of October 31, 2004, and reflects the Accounts Receivable, Inbound Deposits, Prepaid Amounts, Accounts Payable, Outbound Deposits, Deferred Revenue and Net Working Capital as of October 31, 2004. Within 7 Business days following the Closing Date, Seller will deliver to Buyer a revised Schedule 2.6 stating the Net Working Capital as of the Closing Date, with each category set forth above updated and determined in a manner consistent with the manner in which Schedule 2.6 as attached on the date hereof was determined. Such revised Schedule 2.6, when incorporated herein pursuant to an amendment to this Agreement executed by each party hereto (such execution not to be unreasonably withheld or delayed by any party hereto), shall be definitive for all purposes of this Agreement and the Collateral Agreements.
Net Working Capital Adjustments. Upon receipt of written instructions signed by the Purchaser, the Vendor and RBI in connection with any working capital adjustment pursuant to Section 2.8 of the Asset Purchase Agreement substantially in the form attached hereto as Schedule “B” (the “Form of Notice of Release”), the Escrow Agent shall without any further investigation promptly distribute and pay such amount from the Working Capital Escrow Amount as directed in accordance with the Form of Notice of Release. For greater certainty, the escrow period for the Working Capital Escrow Amount shall terminate upon the release by the Escrow Agent of the Working Capital Escrow Amount in accordance with the provisions of Section 6 or this Section 7, as applicable.
