Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Estimated Closing Working Capital. “
Post-Closing Date Purchase Price Adjustment. (i) Within 90 days following the Closing Date, Purchaser shall prepare and deliver to GEC a combined balance sheet of the Companies and their Subsidiaries as of the Closing Date (the “Closing Date Balance Sheet”), which shall include the Working Capital as of the Closing Date (the “Closing Date RQ Working Capital”). The Closing Date Balance Sheet and the Closing Date RQ Working Capital shall be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements.
Post-Closing Date Purchase Price Adjustment. (a) The target working capital of the Company as of the Closing Date is $0 (such target working capital, the "TARGET WORKING CAPITAL"). "
Post-Closing Date Purchase Price Adjustment. (i) No later than ninety (90) days after the Closing Date, Purchaser shall cause to be prepared the closing statement (the “Closing Statement”), which shall set forth therein Purchaser’s calculation of Closing Working Capital. Purchaser shall cause a copy of the Closing Statement to be delivered to the Executive on behalf of the Sellers.
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Initial Purchase Price shall be adjusted as provided herein to reflect the difference between the amount of Actual Closing Date Net Free Cash Amount and the Estimated Closing Date Net Free Cash Amount and the Actual Unpaid Company Transaction Expenses (if any) and the Estimated Unpaid Company Transaction Expenses (if any); provided, however, that there shall be no adjustment to the Initial Purchase Price in the event that there is any Free Cash Excess.
Post-Closing Date Purchase Price Adjustment. The parties hereto acknowledge that the Purchase Price has been based in part on the Company and its Subsidiaries having an estimated net working capital at Closing of $18,711,900 (the “Estimated Closing Net Working Capital”). The Sellers represent that the estimated consolidated balance sheet of the Company as of the open of business on the Closing Date (the “Estimated Closing Balance Sheet”) and the statement of the Estimated Closing Net Working Capital, derived from the Estimated Closing Balance Sheet, in each case prepared by the Company and delivered to Purchaser, which are attached hereto in Schedule 3.3, were prepared by the Company in accordance with GAAP as if such Estimated Closing Balance Sheet were being prepared and audited as of a fiscal year end (except for the absence of notes and other textual disclosure
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Estimated Closing Working Capital, and the difference between (A) the Estimated Expenses Pay-off Amount and (B) the amount of Company Transaction Expenses unpaid as of the Closing, whether or not invoiced prior to the Closing Date (which amount shall represent the amount necessary to pay in full and discharge all such Company Transaction Expenses) (the “
Post-Closing Date Purchase Price Adjustment. (i) Within ninety (90) days following the Closing Date, the Purchaser will deliver to the Sellers (A) a consolidated balance sheet of Cinch U.S., audited by the Purchaser's accountants, as of the close of business on the Closing Date (the "U.S. Purchaser Estimated Closing Balance Sheet"), (B) a balance sheet of Cinch U.K., audited by the Purchaser's accountants, as of the close of business on the Closing Date (the "U.K. Purchaser Estimated Closing Balance Sheet" and, together with the U.S. Purchaser Estimated Closing Balance Sheet, the "Purchaser Estimated Closing Balance Sheets"), (C) the Purchaser's calculations of the Net Working Capital of Cinch U.S. based on the U.S. Purchaser Estimated Closing Balance Sheet (the "U.S. Purchaser Estimated Net Working Capital"), (D) the Purchaser's calculations of the Net Working Capital of Cinch U.K. based on the U.K. Purchaser Estimated Closing Balance Sheet (the "U.K. Purchaser Estimated Net Working Capital and, consolidated with the U.S. Purchaser Estimated Net Working Capital, the "Purchaser Estimated Closing Net Working Capital"), and (E) the Purchaser's calculation of Net Cash (the "Purchaser Estimated Closing Net Cash").
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Initial Cash Purchase Price shall be adjusted as provided herein to reflect the difference between the amount of Actual Adjusted Working Capital and the Estimated Adjusted Working Capital.
Post-Closing Date Purchase Price Adjustment. The parties hereto acknowledge that the Purchase Price has been based in part on the Company having an estimated net working capital at Closing of $823,346 (the “Estimated Closing Net Working
