Post-Closing Working Capital Adjustment. (a) Within 60 days after the Fountain Distribution Date, Fountain shall prepare and deliver to Trident a statement (the “Statement”), setting forth (i) the Current Assets minus the Current Liabilities of the Fountain Business as of the close of business on the day prior to the Fountain Distribution Date (and after giving effect on such date to the completion of the reorganization contemplated by the Step Plan as of the Effective Time, including any related cash movements) (“
Post-Closing Working Capital Adjustment. (a) As soon as reasonably practicable following the Closing Date, and in any event within 60 days thereafter, Buyer shall prepare and deliver to Parent a calculation of Net Working Capital as of the Closing Date, together with reasonably detailed supporting information (the “Net Working Capital Statement”).
Post-Closing Working Capital Adjustment. (a) Within 45 days following the Closing Date, SE Transmission shall deliver to Spectra MLP its estimate of Final Net Working Capital.
Post-Closing Working Capital Adjustment. Upon the Final Closing Balance Sheet being deemed final, binding and conclusive pursuant to Section 2.3(a)(iii), an adjustment to the Cash Purchase Price shall be made as follows (the “Working Capital Adjustment”):
Post-Closing Working Capital Adjustment. (a) The Parties acknowledge that the Company prepared and delivered to Buyer a statement setting forth the Company’s good faith calculation of Closing Working Capital (the “Estimated Closing Working Capital”), which statement contains the balance sheet of the Company as of March 31, 2022 (the “Working Capital Date”) (without giving effect to the transactions contemplated hereby), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the CEO that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP consistently applied in accordance with past practice of the Company. Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Sellers Rep a statement setting forth Buyer’s calculation of Closing Working Capital, which statement shall contain an internally prepared unaudited balance sheet of the Company as of the Working Capital Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of an executive officer of Buyer that the Closing Working Capital Statement was prepared in accordance with GAAP consistently applied in accordance with past practice of the Company. The post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Estimated Closing Working Capital (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an aggregate amount equal to the absolute value of the Post-Closing Adjustment, with each Seller liable for such Seller’s Pro Rata Portion thereof, to be paid from the Escrow Amount. If the Post-Closing Adjustment is a positive number, Buyer shall pay Sellers an aggregate amount equal to the absolute value of the Post-Closing Adjustment, in accordance with each Seller’s Pro Rata Portion thereof. Notwithstanding the foregoing, it is hereby agreed that if the absolute value of the Post-Closing Adjustment is less than the Threshold Deviation Amount, no adjustment shall be made.
Post-Closing Working Capital Adjustment. (a) Within sixty (60) days after the Closing Date, Buyer will prepare and deliver to Seller an unaudited consolidated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and a written statement (together with the Closing Balance Sheet, the “Closing Statement”) (i) setting forth Buyer’s calculations of the Closing Net Working Capital and the amount (if any) by which Closing Net Working Capital exceeds the Target Closing Net Working Capital or the amount (if any) by which the Target Closing Net Working Capital exceeds Closing Net Working Capital and (ii) detailing the amounts for each category of current assets or current liabilities set forth in Schedule A during such sixty (60) day period used to calculate the Closing Net Working Capital.
Post-Closing Working Capital Adjustment. 2.06 Products..............................................................................................3.25
Post-Closing Working Capital Adjustment. The Future Payment shall be reduced, or increased as the case may be, on a dollar for dollar basis, by the amount (if any) equal to the extent that the Post-Closing Working Capital Amount varies from the Pre-Closing Working Capital Amount. If the Post-Closing Working Capital Amount is less than the Pre-Closing Working Capital Amount, the Future Payment will be reduced by the amount of the difference, if the Post-Closing Working Capital Amount is greater, the Future Payment will be increased by the amount of the difference (the Post-Closing Working Capital Adjustment).
Post-Closing Working Capital Adjustment. (a) Within 60 days after the Closing Date, the Seller will prepare and deliver to the Purchaser a written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Business as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) the Seller’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet (the “Final Closing Net Working Capital”) and (iii) the Seller’s calculation of the amount of any payments required pursuant to Section 2.7(g) (the “Adjustment Calculation”). The Closing Balance Sheet and Final Closing Net Working Capital will be prepared in accordance with Schedule 2.7(a).
Post-Closing Working Capital Adjustment. (i) Not more than sixty (60) days after the Closing Time, the Purchaser shall deliver to Xxxxxxx Xxx, M.D. (the “Company Representative”) a net working capital statement of the Company as of the Closing Time (the “Net Working Capital Statement”) prepared in accordance with generally accepted accounting principles (“GAAP”). The Net Working Capital, as defined in Section 3.4(b)(ii), of the Company reflected on the Net Working Capital Statement is referred to herein as the “Final Closing Time Working Capital Position.” The cash component of the Final Closing Time Working Capital Position shall be at least One Hundred Thousand and No/100 Dollars ($100,000). Subject to Sections 3.4(b)(iv) and (v) hereof, within ten (10) business days after the delivery of the Net Working Capital Statement, the Company or the Purchaser as the case may be, shall pay the Purchaser or the Company as the case may be, the amount by which the Agreed Closing Time Working Capital Position, as defined in Section 3.4(b)(iii) differs from the Final Closing Time Working Capital Position by more than Twenty Thousand and No/100 Dollars ($20,000) (the “Band Amount”). For the avoidance of doubt, if the Final Closing Time Working Capital Position exceeds the Agreed Closing Time Working Capital Position by more than Twenty Thousand and No/100 Dollars ($20,000), then the Purchaser shall pay the difference, less the Band Amount, to the Company. If the Final Closing Time Working Capital is less than the Agreed Closing Time Working Capital Position by more than Twenty Thousand and No/100 Dollars ($20,000), then the Company shall pay the difference, less the Band Amount, to the Purchaser. All payments under this Section 3.4(b)(i), as applicable, shall be by wire transfer in immediately available funds to a bank account designated by the Purchaser or the Company, as the case may be.
