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.
(ii) If, within 30 days following delivery of the Closing Date Balance Sheet, GEC has not given Purchaser written notice of its objection as to the Closing Date Balance Sheet or calculation of the Closing Date RQ Working Capital (which notice shall state in reasonable detail the basis of GEC’s objection), then the Closing Date Balance Sheet and Purchaser’s calculation of the Closing Date RQ Working Capital as of the Closing Date shall be binding and conclusive on the parties for all purposes hereunder. Upon prior reasonable notice, Purchaser shall provide GEC access to all relevant documents and information reasonably requested by GEC in connection with its review of the Closing Date Balance Sheet.
(iii) If GEC duly gives Purchaser such notice of objection within the 30-day period, and if GEC and Purchaser fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and Purchaser’s calculation of the Closing Date RQ Working Capital within 30 days of Purchaser’s receipt of GEC’s objection notice, GEC and Purchaser shall submit the issues remaining in dispute to a nationally recognized certified public accounting firm mutually determined by GEC and Purchaser that has not performed accounting, tax or audit services for Purchaser, GEC, Seller or any of their respective Affiliates during the past three years (the “Accountants”), for resolution in accordance with the terms of the Agreement and GAAP applied on a basis consistent with the Financial Statements. If issues are submitted to the Accountants for resolution, (A) GEC and Purchaser shall furnish or cause to be furnished to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Accountants any material relating to the disputed issues and to discuss issues with the Accountants; (B) the determination by the Accountants, as set...
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. “Closing Working Capital” means (A) the Included Current Assets of the Company, less (B) the Included Current Liabilities of the Company, determined as of the close of business on February 29, 2008. “Included Current Assets” means accounts receivable, inventory, deposits and prepaid expenses, but excluding deferred tax assets and receivables from any of the Company’s Affiliates, employees, officers or Members, determined in accordance with GAAP and in a manner and on a basis consistent with the preparation of the Financial Statements for the fiscal year ended December 31, 2007. “Included Current Liabilities” means accounts payable, accrued Taxes, bad debt accrual, and accrued expenses, but excluding payables to any of the Company’s Affiliates, employees, officers or Members and the current portion of long term Indebtedness, determined in accordance with GAAP and in a manner and on a basis consistent with the preparation of the Financial Statements for the fiscal year ended December 31, 2007.
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided in this Section 2.4(b) to reflect the difference between Closing Working Capital and the Estimated Closing Working Capital. “Closing Working Capital” means (A) the consolidated Included Current Assets of the Company, less (B) the consolidated Included Current Liabilities of the Company, determined as of the close of business on the Effective Date. “Included Current Assets” means and includes only $250,000 in cash plus all accounts receivable, inventory, deposits and prepaid expenses, but excluding deferred tax assets and receivables from any of the Company’s Affiliates, managers, employees or officers and any of their Affiliates, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end. “Included Current Liabilities” means and includes only accounts payable, accrued Taxes and accrued expenses, but excludes payables to any of the Company’s Affiliates, managers, employees or officers and any of their Affiliates and the current portion of long term Indebtedness, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s Financial Statements that were included in Seller’s audited financial statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end.
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”). “Working Capital” means the current assets of the Company minus all current liabilities of the Company; provided, however, that the following shall be excluded from the calculation of Working Capital: (i) all intercompany payables and receivables except to the extent any such specific intercompany payables are expressly assumed by Buyer at the Closing (e.g., accrued bonuses and related benefit costs, Seller funded infrastructure costs, etc.); (ii) deferred revenues; and (iii) income taxes, whether prepaid, paid, owing or deferred. Notwithstanding anything to the contrary herein, for purposes of this Section 2.3, Working Capital shall include any income tax liability related to deferred revenues which originate after December 31, 2005 and which remain on the Closing Balance Sheet, but only to the extent Seller has received cash for such deferred revenues, and such income tax liability shall be calculated using a combined overall tax rate of 40% for Federal and state income tax purposes.
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect any difference between Closing Working Capital and Target Closing Working Capital.
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Base Purchase Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Estimated Closing Working Capital. “Closing Working Capital” means the Net Working Capital of the Company as of immediately after the Closing, provided, however, that if, as of the Closing Date, one or more of the individuals listed on Schedule 6.26 has not executed a Parachute Payment Waiver as provided in Section 6.26(a), the Company shall include in its calculation of Closing DAL:0506861/00010:1931463v15 Net Working Capital, a deemed liability equal to the portion of the value of the tax deductions lost pursuant to Section 280G of the Code which result from the acceleration of vesting for Company Options and Accelerated Shares and shall reduce the Company’s Net Working Capital on a dollar by dollar basis to reflect the loss of such Tax deductions (the “280G Deduction”). For purposes of the preceding sentence, the value of the acceleration of the Company Options and Accelerated Shares shall be determined pursuant to Treasury Regulations Section 1.280G-1, Q&A-12 and Q&A-13. The value of the lost Tax deduction shall deemed to be equal to (A) the dollar amount of the Tax deduction the Company could have as a result the acceleration of vesting for Company Options and Accelerated Shares had Parachute Payment Waivers been exercised, multiplied by (B) 39.5%.
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
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. “Closing Working Capital” means (A) the consolidated Included Current Assets of the Company and the Subsidiaries, less (B) the consolidated Included Current Liabilities of the Company and the Subsidiaries, determined as of the closing of business on the day immediately preceding the Closing Date. “Included Current Assets” means cash, accounts receivable, inventory, deposits and prepaid expenses, but excluding deferred Tax assets and receivables from any of the Company’s Affiliates, directors, employees, officers or equity interest holders and any of their Affiliates, determined in accordance with GAAP consistently applied, subject to the Agreed Principles. “Included Current Liabilities” means accounts payable, other current liabilities, accrued Taxes and accrued expenses, but excluding (A) deferred tax liabilities, (B) payables to any of the Company’s Affiliates, directors, employees, officers or equity interest holders and any of their Affiliates and (C) the current portion of long term debt, determined in accordance with GAAP consistently applied, subject to the Agreed Principles.
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 “Expenses Pay-off Amount”). “Closing Working Capital” means the amount of the Working Capital as of the open of business on the Closing Date, but without giving effect to the transactions contemplated hereby.
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. “Closing Working Capital” means (i) the consolidated Included Current Assets of the Company, less (ii) the consolidated Included Current Liabilities of the Company, determined as of the open of business on the Closing Date. “Included Current Assets” means cash, accounts receivable, prepaid assets and inventory of the Company, determined on a tax accrual basis applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s Financial Statements for the most recent fiscal year end as if such accounts were being prepared as of a fiscal year end. “Included Current Liabilities” means accounts payable, advances, accrued Taxes, retirement contributions and other accrued liabilities, determined on a tax accrual basis using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s Financial Statements for the most recent fiscal year end as if such accounts were being prepared as of a fiscal year end.
