Pre-Closing Adjustment Sample Clauses
A Pre-Closing Adjustment clause defines how certain financial figures, such as working capital or net debt, are estimated and adjusted before the closing of a transaction. Typically, the parties agree on target amounts for these figures, and if the actual numbers differ at closing, the purchase price is adjusted accordingly. This mechanism ensures that the buyer and seller are treated fairly based on the company's financial position at the time of closing, preventing unexpected gains or losses due to changes in key financial metrics between signing and closing.
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Pre-Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Company shall prepare and deliver to Purchaser (A) an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Balance Sheet”), (B) a statement (the “Estimated Closing Statement”) setting forth, in reasonable detail, and prepared in accordance with the Accounting Principles consistent with Section 3.3(h) below, (1) a good faith estimate of the Net Working Capital as of the Measurement Time (the “Estimated Closing Working Capital”), (2) a good faith estimate of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing Indebtedness”), together with the Payoff Letters, (3) a good faith estimate of the amount of Cash as of the Measurement Time (“Estimated Cash”), and (4) the amount and calculation of the Closing Share Consideration issuable to each Seller at the Closing as adjusted pursuant to Section 3.2 based on the foregoing amounts, and (C) a certificate executed by the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoing.
(ii) Section 3.3(a)(ii) of the Company Disclosure Schedule contains, with respect to the Estimated Closing Indebtedness anticipated to be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be released.
(iii) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement, the Estimated Balance Sheet and any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees with any items set forth on the Estimated Closing Statement or the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that if any disagreement between the Comp...
Pre-Closing Adjustment a. At least two (2) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Buyer a schedule setting forth (A) a good faith estimate of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (B) a good faith estimate of the Transaction Expenses (the “Estimated Transaction Expenses”), (C) a good faith determination of the amount, if any, by which the VNS Restricted Cash will be less than the Target VNS Restricted Cash as of the Closing Date (the “VNS Restricted Cash Shortfall”); and (D) the amount and calculation of the Purchase Price as set forth in Section 2.2 (the “Estimated Purchase Price” and together with the Estimated Closing Indebtedness, the Estimated Transaction Expenses and the VNS Restricted Cash Shortfall, the “Estimated Calculations”). If, for any reason, the Closing Date is postponed, then the foregoing obligations shall again apply with respect to such postponed Closing Date.
b. Seller shall provide a reasonable level of supporting documentation relating to the preparation of the Estimated Calculations and shall provide reasonable access to the personnel of Seller involved in the preparation of the Estimated Calculations to discuss the Estimated Calculations. Buyer and the Company shall work together in good faith, prior to the Closing, to resolve any disagreements over any items set forth in the Estimated Calculations, and the items set forth in the Estimated Calculations shall for all purposes in this Agreement be equal to the amounts initially proposed by the Company together with any revisions thereto that are mutually agreed upon by Buyer and the Company prior to the Closing.
Pre-Closing Adjustment. (a) On or before the fifth business day prior to the end of the Measurement Period, Newco shall prepare and deliver to the Other Parties estimates of (i) Nova I’s Leakage Amount and (ii) Nova II’s Leakage Amount. Not more than two (2) business days following receipt of such estimates, each of Nova I and Nova II shall notify Newco and Constellation OP as to whether such Party accepts such estimates. In the event that an estimate is accepted by both Nova I and Nova II, then such estimate shall become the final Leakage Amount for Nova I or Nova II, as applicable (subject to any reasonable adjustments as may be subsequently agreed to by the parties). In the event that either Nova I or Nova II objects to any such estimate of a Leakage Amount, then Nova I, Nova II, Newco and Constellation OP agree to negotiate and resolve such dispute in good faith prior to the Closing to determine a new Leakage Amount for Nova I or Nova II, as applicable; provided, however, that Newco’s original estimate shall become the final Leakage Amount for Nova I or Nova II, as applicable, if such dispute is not resolved by the Closing.
(b) In determining a party’s FFO, for any quarter (including any partial quarter) for which FFO is not available, FFO for such quarter (or partial quarter) shall equal such party’s FFO for the most recent quarter in which FFO for such party is available (which, in the case of a partial quarter, shall be prorated based on the number of days elapsed in such quarter), with such adjustments as are necessary to take into account items that would cause FFO in such quarter (or partial quarter) to differ from such prior quarter’s FFO.
(c) Promptly following the final determination of Nova I’s Leakage Amount and Nova II’s Leakage Amount pursuant to clause (a) above and prior to the Closing, the Distributing Party’s Board of Directors (or a duly authorized committee thereof) shall declare a special dividend to holders of record of the Distributing Party’s shares immediately prior to the Nova I Effective Time or the Nova II Effective Time, as applicable, in an aggregate amount equal to the Distributing Party Special Dividend. The Distributing Party shall pay the Distributing Party Special Dividend in accordance with Section 3.02.
(d) Promptly following (i) the final determination of Nova I’s Leakage Amount and Nova II’s Leakage Amount pursuant to clause (a) above, (ii) the Constellation OP Contribution and (iii) the RED REIT Contribution, and prior to each of the Nov...
Pre-Closing Adjustment. At least three Business Days prior to the Closing Date, Seller shall prepare and deliver or cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”), setting forth in reasonable detail:
(i) a good-faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”);
(ii) a good-faith estimate of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”);
(iii) a good-faith estimate of Closing Date Cash (the “Estimated Closing Date Cash”);
(iv) a list of all Transaction Expenses that remain unpaid as of, or are due in connection with, the Closing and written invoices and wire instructions from each payee of such Transaction Expenses;
(v) the Aggregate Ticking Fee, if any; and
(vi) a calculation of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement and the Applicable Accounting Principles. Seller agrees to consult with Buyer with respect to the Estimated Closing Statement, and Seller will consider in good faith any of Buyer’s comments to the Estimated Closing Statement; provided that Buyer shall not have any right to delay Closing or the payment of the Estimated Purchase Price as a result of any disagreement with such estimates set forth in the Estimated Closing Statement.
Pre-Closing Adjustment. (i) At least three (3) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Parent (A) a schedule (the “Estimated Schedule”) which shall set forth, in reasonable detail, (I) the Estimated Closing Indebtedness, (II) a good faith estimate of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (III) the amount and calculation of the Exchange Ratio, Company Per Share Merger Consideration and Aggregate Closing Date Merger Consideration based on the foregoing estimated amounts, and (IV) the amount of Merger Consideration payable at Closing to each holder of Company Stock and Company Stock Options, and (B) a certificate executed by the Chief Financial Officer of the Company certifying each of the foregoing. If, for any reason, the Closing Date is postponed, then the foregoing obligations shall again apply with respect to such postponed Closing Date.
(ii) The Company shall provide a reasonable level of supporting documentation for the Estimated Schedule and any additional information reasonably requested by Parent related thereto. To the extent that Parent disagrees in good faith with any items set forth on the Estimated Schedule, Parent may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Parent and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that, if any disagreement between Company and Parent as to such Estimated Schedule is not resolved by the Closing Date, the Estimated Schedule prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Schedule for purposes of this Article II.
Pre-Closing Adjustment. Seller has prepared and delivered to Buyer an unaudited balance sheet of Seller as of a date no later than three Business Days prior to the Closing Date (the “Pre-Closing Balance Sheet”), accompanied by a statement (the “Estimated Adjusted Working Capital Statement”) setting forth the best estimate of Seller, based on the Pre-Closing Balance Sheet and Seller’s good faith calculations, of Seller’s Adjusted Working Capital (as defined below) as of 12:01 EST on the Closing Date, calculated in accordance with Section 3.2.2 below (the “Estimated Adjusted Working Capital”), which Estimated Adjusted Working Capital Statement shall include a detailed calculation of the Estimated Adjusted Working Capital. The Pre-Closing Balance Sheet and the Estimated Adjusted Working Capital Statement shall be prepared in the same manner as the preparation of the Closing Balance Sheet and the Adjusted Working Capital Statement in accordance with Section 3.2.2(a). The approval by Buyer of the Estimated Adjusted Working Capital shall not be deemed for any purposes as an approval of the methodologies used to determine the Estimated Adjusted Working Capital. To the extent that the Estimated Adjusted Working Capital is less than $700,000 (such difference referred to as the “Estimated Working Capital Deficit”), the Purchase Price shall be decreased, dollar for dollar, by the Estimated Working Capital Deficit, as reflected in Section 3.1. To the extent that the Estimated Adjusted Working Capital is more than $700,000 (such difference referred to as the “Estimated Working Capital Surplus”), the Purchase Price shall be increased, dollar for dollar, by the Estimated Working Capital Surplus, as reflected in Section 3.1.
Pre-Closing Adjustment. At Closing, (A) any amount by which the Estimated Net Working Capital exceeds the Net Working Capital Target will be added to the Seller Closing Cash Consideration, and (B) any amount by which the Estimated Net Working Capital is less than the Net Working Capital Target will be subtracted from the Seller Closing Cash Consideration.
Pre-Closing Adjustment. No later than the fifteenth (15th) Business Day prior to the Closing Date, the Seller shall deliver to the Buyer the Pre-Closing Balance Sheet and the Seller’s good faith calculations of the amounts of the Pre-Closing Cash, the Pre-Closing Indebtedness and the Pre-Closing Net Working Capital, together with reasonable supporting details, whereupon the First Tranche Consideration shall be increased by the amount of the Pre-Closing Cash and, to the extent positive, the amount of the Pre-Closing Net Working Capital, and decreased by the amount of the Pre-Closing Indebtedness and, to the extent negative, the amount of the absolute value of the Pre-Closing Net Working Capital, in each case, as calculated by the Seller in good faith.
Pre-Closing Adjustment. (a) No later than three Business Days prior to the Closing Date, the Seller will prepare and deliver to the Purchaser a good faith estimate of Closing Net Working Capital (the “Estimated Closing Net Working Capital”) which is reasonably acceptable to the Purchaser, together with supporting workpapers for such estimate and other additional information reasonably requested by the Purchaser.
Pre-Closing Adjustment. The Seller’s Representative has prepared in good faith and delivered to the Buyer a statement (the “Estimated Closing Statement”) setting forth an estimated, unaudited balance sheet of the Company as of the Effective Time and the following with respect to the Company: (i) good faith estimated calculations of (A) Company Cash (the “Estimated Company Cash”), (B) Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (C) the Banesco Line of Credit Amount (the “Estimated Banesco Line of Credit Amount”), and (D) the Closing Net Working Capital, and (ii) the Initial Promissory Note Amount calculated using the amounts set forth in the Estimated Closing Statement.