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.
(b) If Spectra MLP objects to SE Transmission’s estimate, then it must provide a written objection notice, together with its estimate of Final Net Working Capital, to SE Transmission within 30 days after receipt of SE Transmission’s estimate. If no objection is delivered within such 30 days, then SE Transmission’s estimate shall be final and binding.
(c) If Spectra MLP objects in a timely manner and Spectra MLP and SE Transmission are unable to agree upon Final Net Working Capital within 30 days after SE Transmission’s receipt of Spectra MLP’s objection, then such dispute shall be resolved by referring the disputed items relating to such calculation to an independent accounting firm of recognized national standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven additional days following the aforementioned 30 day dispute resolution period to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), SE Transmission will select three candidates and deliver a written notice containing the names of such candidates to Spectra MLP (in care of the Conflicts Committee) within five days of the expiration of the seven day period referred to in the preceding clause (i) and within five days of receiving such notice, Spectra MLP will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by any of SE Transmission or Spectra MLP, or their respective Affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of any of MLP GP, SE Transmission or Spectra MLP, or their respective Affiliates, during the two years immediately preceding the date of this Agreement.
(d) The Accounting Referee shall be instructed upon appointment to determine the disputed amounts in the manner provided in this Section 2.4 within 30 days; provided, however, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining the items disputed by Spectra MLP ...
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) (“Closing Working Capital”) determined in a manner consistent with the Fountain Balance Sheet and without giving effect to any purchase accounting impact arising by virtue of the Merger or the Separation and (ii) the Net Indebtedness of the Fountain Business as of the close of business on the day prior to the Fountain Distribution Date (“Closing Net Indebtedness”). Trident shall provide reasonable assistance to Fountain in the preparation of the Statement.
Post-Closing Working Capital Adjustment. (a) Within ninety (90) days following the Closing Date, ExamWorks shall prepare and deliver to the Stockholder Representative the Working Capital Schedule calculated in accordance with Schedule 3.9(a) and its calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the Closing.
(b) The Stockholder Representative shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Representative’s receipt of the Working Capital Schedule and any period of dispute with respect thereto thereafter, ExamWorks shall and shall cause the Company to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and provide the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital Schedule, and (ii) cooperate with the Stockholder Representative and its representatives in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representatives. ExamWorks and the Stockholder Representative shall cooperate in good faith to resolve any such dispute as promptly as practicable. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of ExamWorks and the Stockholder Representative, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the e...
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. (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.
Post-Closing Working Capital Adjustment. (a) Within ninety (90) days after the Closing, Purchaser shall prepare and deliver to Representative a statement setting forth its calculation of Closing Working Capital (the “Closing Working Capital Statement”). After receipt of the Closing Working Capital Statement, Representative shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Representative and its accountants shall have full access to the books and records of the Company, the personnel of and work papers prepared by Purchaser and/or its accountants to the extent that they relate to the Closing Working Capital Statement; provided, that such access shall be in a manner that does not interfere with the normal business operations of Purchaser and the Company.
(b) On or prior to the last day of the Review Period, Representative may object to the Closing Working Capital Statement by delivering to Purchaser a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Statement of Objections”). If Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment (as defined below) reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Representative. If Representative delivers the Statement of Objections before the
Post-Closing Working Capital Adjustment. 2.06 Products..............................................................................................3.25
Post-Closing Working Capital Adjustment. (a) To the extent the Working Capital of the Company as of the Closing, upon completion of the transactions contemplated by this Agreement and the Purchase Agreement and including all assets and liabilities of the Contributed CD Business and the Purchased CD Business is less than $22,300,000 (the "Working Capital Target"), IMS shall make an additional cash contribution to the Company in the amount of such deficiency within five Business Days after the Determination Date. "Working Capital" means those receivables and other current assets (other than cash), including Contributed Inventory, that are Purchased Assets and Contributed Assets less the accounts payable, accrued expenses and other current liabilities that are Assumed Liabilities under this Agreement and the Purchase Agreement.
Post-Closing Working Capital Adjustment. As promptly as practicable, and in any event within five (5) Business Days, after the preparation, computation, and final determination pursuant to Section 3.01 of the Closing Balance Sheet: (a) if there is a Working Capital Surplus, then the Buyer shall deposit to the Escrow for the benefit of the Target Stockholders as additional Merger Consideration an amount equal to the Working Capital Surplus (without deduction); and (b) if there is a Working Capital Deficit (without deduction), then the Equity Holders’ Representative shall pay to the Buyer an amount equal to the Working Capital Deficit from the Escrow Deposit; provided, however, if the remaining amount of the Escrow Deposit is less than the Working Capital Deficit, then the amount of the Working Capital Deficit in excess of the remaining Escrow Deposit shall be borne severally and not jointly by the Equity Holders (in proportion to their Allocable Share); or (c) if there is no Working Capital Surplus and no Working Capital Deficit, then neither Party shall make a payment pursuant to this Section 3.02 (in each case, such payment being referred to as the “Post-Closing Working Capital Adjustment”). All payments required under this Section 3.02 shall be made in cash by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the recipient(s).
Post-Closing Working Capital Adjustment. (i) Within ninety (90) days after the SPAC Merger Closing, Parent shall prepare and deliver to Shareholder Representative a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the SPAC Merger Closing (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of the Chief Financial Officer of Parent that the Closing Working Capital Statement was prepared 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 (i) preparation of the Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement was being prepared as of a fiscal year end and (ii) the calculation of Target Working Capital, as set forth on Schedule 2.16(a)(ii).
(ii) The “Post-Closing Adjustment” shall be an amount equal to the Closing Working Capital minus Seven Hundred Forty-Seven Thousand Sixty-Eight Dollars ($747,068) (the “Target Working Capital”). No claim for a Post-Closing Adjustment shall be made unless and until the aggregate amount of such Post-Closing Adjustment exceeds two hundred and fifty thousand dollars ($250,000) (the “Post-Closing Adjustment Deductible”), and any such adjustment shall be in an amount that is in in excess of $250,000. Schedule 2.16(a)(ii) sets forth the calculation of Target Working Capital.
