Post-Closing Net Working Capital Adjustment. (i) Within sixty (60) calendar days after the Closing Date, Buyer shall deliver to Seller (A) an unaudited, consolidated balance sheet of Newco and the Sold Subsidiaries as of the Closing Date (which shall have been prepared in cooperation with the Chief Financial Officer of Newco) and (B) its calculation of the Net Working Capital as of the Closing Date, the Cash on Hand as of the Closing Date, Indebtedness as of the Closing Date and the Company Transaction Expenses as of the Closing Date, and the resulting recalculated Closing Consideration, in each case duly certified by Buyer as accurately setting forth Buyer's good faith determination of the information set forth therein, and together, in each case, with all reasonable supporting documentation (together, the "Closing Statement"). The Closing Statement shall be prepared in a manner consistent with the definition of the terms "Net Working Capital", "Cash on Hand", "Indebtedness", "Company Transaction Expenses" and "Closing Consideration" set forth in this Agreement, and "Net Working Capital" shall be prepared in a manner consistent with GAAP, and in a manner consistent with, and using the same principles, policies, methods and practices (including as to reserves and accruals) used in, the preparation of the Financial Statements to the extent such principles, policies, methods and practices are consistent with GAAP. Except as expressly set forth herein, the calculation of the Net Working Capital shall entirely disregard (x) any and all effects on the assets or liabilities of Newco, the Company and the Sold Subsidiaries as a result of the transactions contemplated hereby (including any purchase accounting adjustments) or any of the financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby, and (y) any of the plans, transactions or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to Newco, the Company and the Sold Subsidiaries or the Businesses or their assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities (other than those facts or circumstances, as the case may be, that are unique or particular to the assets or liabilities acquired directly or indirectly pursuant to the transactions contemplated by this Agreement).
Post-Closing Net Working Capital Adjustment. (a) On the tenth (10th) business day following the completion of the Final Statement in accordance with Section 1.12 hereof, the amount calculated as contemplated by this subsection shall be paid as follows: If BUSA's Net Working Capital as set forth in the Final Statement is greater than the Estimated Pre-Closing Net Working Capital, such excess (the "Net Working Capital Surplus") shall be distributed to the Controlling Sellers in cash on a Proportionate Basis, together with interest on the aggregate amount of the Net Working Capital Surplus, accrued from the Closing Date to the date of such payment at a rate of six percent (6%) per annum. If BUSA's Net Working Capital as set forth in the Final Statement is less than the Estimated Pre-Closing Net Working Capital, IP shall offset such shortfall (a "Net Working Capital Shortfall"), against the first installment of the Note in accordance with the terms thereof, and no interest shall accrue under the Note with respect to that portion of the Note with a principal amount equal to the Net Working Capital Shortfall from the Closing Date to the date of the final determination of the Final Statement in accordance with the terms thereof; provided, that if the Net Working Capital Shortfall exceeds $1,000,000, then the amount of such Net Working Capital Shortfall shall not be offset against the first installment of the Note, but such amount, together with interest accrued on the amount of the Net Working Capital Shortfall from the Closing Date to the date of the final determination of the Final Statement at the rate of six percent (6%) per annum, shall be paid by each of the Controlling Sellers, on a Proportionate Basis, to IP on the tenth (10th) business day following the completion of the Final Statement in accordance with Section 1.12 hereof, such payment obligation of the Controlling Sellers to be several, and not joint, among the Controlling Sellers.
Post-Closing Net Working Capital Adjustment. The Purchase ------------------------------------------- Price will be adjusted upward or downward, on a dollar-for-dollar basis, to reflect the increase or decrease, if any, in Net Working Capital as reflected on the Audited Closing Financial Statements from the Projected Net Working Capital (the "Net Working Capital Adjustment"). The Net Working Capital Adjustment shall be determined by referring to the Audited Closing Financial Statements. In the event that the Net Working Capital Adjustment results in an increase in the Purchase Price, then Iconixx shall pay such amount to the Stockholders in immediately available funds within 15 days of delivery of the Audited Closing Financial Statements as finally determined in accordance with Section 2.8 above. ----------- In the event that the Net Working Capital Adjustment results in a decrease in the Purchase Price, then the amount of any such decrease shall be payable to Iconixx (i) first, from the Escrow Sum in immediately available funds within 15 days of the final determination of the Net Working Capital Adjustment up to the aggregate cash portion of the Escrow Sum and (ii) second, the balance, if any, by the Stockholders in immediately available funds within 15 days of the final determination of the Net Working Capital Adjustment; provided, however, that no Stockholder shall be liable for more than its proportionate share of any Net Working Capital Adjustment (based on each Stockholder's pro rata share of the Purchase Price). All payments required to be paid by Stockholders or the Escrow Agent pursuant to this Section 2.9 shall be deemed to be a downward adjustment ----------- to the Purchase Price and shall not be controlled or limited by any provision contained in Article VIII hereof. ------------
Post-Closing Net Working Capital Adjustment. Within seventy five (75) days after the Closing Date, Buyer shall prepare and deliver to the Sellers a statement setting forth its calculation of Net Working Capital (the “Closing Net Working Capital”), which statement shall contain an unaudited combined balance sheet of the Companies as of the Closing Date, a calculation of Net Working Capital (the “Closing Net Working Capital Statement”) and a certificate of the Chief Financial Officer of Buyer that the Closing Net Working Capital Statement was prepared in accordance with GAAP applied on a consistent basis with the preparation of the Target Net Working Capital Statement.
Post-Closing Net Working Capital Adjustment. The Purchase Price will ------------------------------------------- be adjusted upward or downward, on a dollar-for-dollar basis, to reflect the increase or decrease, if any, in Net Working Capital as reflected on the Audited Closing Financial Statements from the Projected Net Working Capital (the "Net Working Capital Adjustment"). The Net Working Capital Adjustment shall be determined by referring to the Audited Closing Financial Statements. In the event that the Net Working Capital Adjustment results in an increase in the Purchase Price, then Buyer shall pay such amount to the Company in immediately available funds within 15 days of delivery of the Audited Closing Financial Statements as finally determined in accordance with Section 2.12
Post-Closing Net Working Capital Adjustment. (i) As promptly as possible, but in any event within sixty (60) days after the Closing Date, Buyer will deliver to Seller: (A) an unaudited, consolidated balance sheet of the Company and its Subsidiary as of the Closing Date (the “Closing Date Balance Sheet”) and (B) its calculation of Net Working Capital as of the Closing Date, in each case duly certified by Buyer as setting forth Buyer’s good faith determination of the information set forth therein, and together, in each case, with reasonable supporting documentation (together, the “Closing Statement”). The Closing Statement shall be prepared in a manner consistent with the definition of the term “Net Working Capital” set forth in this Agreement and under GAAP, as applicable. The Closing Statement shall disregard: (x) any and all effects on the assets or liabilities of the Company and its Subsidiary as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby; and (y) any of the plans, transactions or changes which Buyer intends to initiate or make, or cause to be initiated or made, after the Closing with respect to the Company and its Subsidiary or their respective businesses or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities.
Post-Closing Net Working Capital Adjustment. Following the Closing Date, the Initial Closing Shares Purchase Price shall be adjusted, if at all, as set forth below:
Post-Closing Net Working Capital Adjustment. The Preliminary Closing Merger Consideration shall be subject to adjustment, if any, after the Closing Date as specified in this Section 2.6.
Post-Closing Net Working Capital Adjustment. The post-Closing Net Working Capital adjustment shall be an amount equal to the Closing Net Working Capital set forth on the Post-Closing Net Working Capital Statement minus the Estimated Closing Net Working Capital (the “Post-Closing Net Working Capital Adjustment”). If the Post-Closing Net Working Capital Adjustment is a positive number greater than $100,000, the Purchaser shall pay to the Seller an amount equal to the Post-Closing Net Working Capital Adjustment. If the Post-Closing Net Working Capital is a negative number less than -$100,000, the Seller shall pay to Purchaser an amount equal to the absolute value of the amount of the Post-Closing Working Capital Adjustment. For the avoidance of doubt, in the event that the Post-Closing Working Capital Adjustment is greater than -$100,000 and less than $100,000, no adjustment to the Purchase Price will be made.
Post-Closing Net Working Capital Adjustment. (i) Within ninety (90) days after the Closing Date, the Purchaser shall prepare and deliver to the Equityholders a statement (the “Post-Closing NWC Statement”) setting forth its calculation of the NWC as of the Closing, which shall: (A) be prepared in accordance with GAAP consistent with the manner of preparation of the Example NWC Calculation; and (B) include reasonable support for the calculations made therein. If the Equityholders disagree with the Post-Closing NWC Statement, they may, within thirty (30) days after their receipt of the Post-Closing NWC Statement, provide written notice thereof to the Purchaser (the “NWC Dispute Notice”), which shall provide reasonable detail concerning each item that they dispute on the Post-Closing NWC Statement and include reasonable support for each such position. During such thirty (30) day period and any subsequent time period in which the Post-Closing NWC Statement is being disputed as provided below in this Section 1.9(b), the Purchaser shall provide the Equityholders and their representatives with reasonable access, upon reasonable notice and during times mutually and reasonably agreeable to the Purchaser and the Equityholders, to the books, records and working papers of the Company related to the calculations underlying the Post-Closing NWC Statement. To the extent that the Equityholders do not deliver an NWC Dispute Notice to the Purchaser within such thirty (30) day period, such Post-Closing NWC Statement shall be conclusively deemed the “
