Pre-Closing Purchase Price Adjustment. Not less than three (3) Business Days prior to the Closing Date, an authorized officer of the Company shall provide to Parent a written statement containing (i) a balance sheet of the Company and its Subsidiaries as of the Effective Time (the “Estimated Closing Balance Sheet”) and, based thereon, the Company’s good faith estimate of (A) the Cash (the “Estimated Cash”), (B) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (C) Net Working Capital (the “Estimated Net Working Capital”), and (D) the Transaction Expenses as of immediately prior to the Effective Time (the “Estimated Transaction Expenses”), and (ii) after taking into account the determinations set forth in clause (i) hereof, the calculation of the Estimated Purchase Price. In preparing the Estimated Closing Balance Sheet and the calculation of the Estimated Purchase Price, all terms of an accounting or financial nature shall (a) be based exclusively on the facts and circumstances as they existed as of immediately prior to the Effective Time and shall exclude the effects of the Transactions, (b) be construed in accordance with GAAP (as modified by the Historical Accounting Practices), applied consistently with the Financial Statements, as modified by (c) the accounting policies and procedures and methodology set forth or reflected in Annex II (collectively, the “Policies and Procedures”); provided that, in the event of a conflict between clause (b) and clause (c), the Policies and Procedures shall control. In addition to the written statement provided pursuant to this Section 2.9, an authorized officer of the Company, with the approval of the Blocker Seller, shall provide to Parent a final Payment Schedule based on the Estimated Purchase Price; provided, that the Blocker Seller agrees that such consent shall not be unreasonably withheld and it shall be deemed unreasonable if Blocker Seller withholds approval of the final Payment Schedule for changes thereto that give effect to the provisions of this Agreement, the Redemption and/or the Company LLC Agreement.
Pre-Closing Purchase Price Adjustment. The Purchase Price shall be adjusted prior to the Closing as follows:
Pre-Closing Purchase Price Adjustment. (a) It is the intention of the parties hereto that current assets shall equal current liabilities as of the Closing Date.
Pre-Closing Purchase Price Adjustment. (a) At least three (3) Business Days prior to the Closing Date, Wxxxx US shall provide to Cxxxxxx and US Purchaser the Estimated US Net Working Capital, without giving effect to any of the transactions contemplated hereby, in the form of Schedule 2.3(a), together with related supporting schedules, calculations and documentation and, if any, the resulting Estimated US Working Capital Overage or Estimated US Working Capital Underage. On the Closing Date, the Purchase Price shall be adjusted by either (i) increasing the Asset Purchase Price by the Estimated US Working Capital Overage or decreasing the Asset Purchase Price by the Estimated US Working Capital Underage.
Pre-Closing Purchase Price Adjustment. (a) On a date specified by Sellers' Representative, which must be a date not less than three (3) nor more than five (5) business days prior to the Closing Date (the "Adjustment Estimation Date"), Sellers' Representative, on behalf of Sellers, shall cause Gentek Holdings to prepare and deliver to Sellers' Representative and Purchaser a statement (the "Estimated Adjustment Amount Statement") setting forth a good faith estimate of Closing Indebtedness, less Cash as of the close of business on the Closing Date ("Estimated Closing Net Indebtedness") determined in accordance with the accounting principles utilized in the preparation of the Reference Balance Sheet.
Pre-Closing Purchase Price Adjustment. At least three (3) days prior to the Closing Date, the Seller Representative shall deliver to Purchaser an estimate (the “Working Capital Estimate”) of the Net Working Capital as of the close of business on the day immediately preceding the Closing Date without giving effect to any of the transactions contemplated hereby and determined in accordance with the Applicable Accounting Principles, together with related supporting schedules, calculations and documentation and any resulting Working Capital Overage or Working Capital Deficiency. A “Working Capital Overage” shall exist when (and shall be equal to the amount by which) the Working Capital Estimate exceeds the Target Working Capital, which amount shall be added to the Base Price as contemplated in the definition of Closing Payment contained in Article X. A “Working Capital Deficiency” shall exist when (and shall be equal to the amount by which) the Target Working Capital exceeds the Working Capital Estimate, which amount shall be subtracted from the Base Price as contemplated in the definition of Closing Payment contained in Article X.
Pre-Closing Purchase Price Adjustment. At least two (2) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “Estimated Statement”) setting forth the Seller’s good faith estimates of (i) the Net Working Capital (the “Working Capital Estimate”) as of immediately prior to the Closing without giving effect to any of the transactions contemplated hereby and determined in accordance with the Applicable Accounting Principles, (ii) the aggregate amount of the Company Indebtedness outstanding as of immediately prior to the Closing (the “Estimated Closing Indebtedness”), (iii) the aggregate amount of all Transaction Expenses accrued but unpaid as of immediately prior to the Closing (the “Estimated Transaction Expenses”) and (iv) the aggregate amount of Closing Cash (the “Estimated Closing Cash”). The Seller shall provide a reasonable level of supporting documentation for the Estimated Statement and any additional information reasonably requested by the Purchaser related thereto. A “Working Capital Overage” shall exist when (and shall be equal to the amount by which) the Working Capital Estimate exceeds the Target Working Capital. A “Working Capital Deficiency” shall exist when (and shall be equal to the amount by which) the Target Working Capital exceeds the Working Capital Estimate. 1.6
Pre-Closing Purchase Price Adjustment. (a) On or before the fifth business day prior to the Closing Date, the Seller shall cause to be prepared and delivered to the Buyer a certificate (the "Estimated Net Working Capital Certificate") signed by a senior officer of the Seller setting forth a calculation of the estimated Net Working Capital (as defined below) of the Company as of the Closing Date (the "Estimated Closing Net Working Capital") which shall be prepared in accordance with generally accepted accounting principles in the United Kingdom as consistently applied by the Company in the preparation of its statutory accounting package for Xxxxxxx PLC ("U.K. GAAP") and the Company Accounting Policies (as defined herein). The Buyer shall have forty-eight hours to review the Estimated Net Working Capital Certificate, after which, unless objected to by the Buyer on the basis of fraud or manifest error, for purposes of this Section 1.2, the Estimated Net Working Capital Certificate delivered by the Seller shall be binding on the Buyer and the Seller. In the event that the Buyer objects to the Estimated Net Working Capital Certificate (as provided above), the Buyer and the Seller and their respective representatives shall resolve such objection in a mutually agreeable manner. In order to determine the Pre-Closing Purchase Price, the Initial Purchase Price shall be (i) increased dollar-for-dollar by the amount by which the Estimated Closing Net Working Capital exceeds $36.9 million (the "Base Net Working Capital") or (ii) decreased dollar-for-dollar by the amount by which the Estimated Closing Net Working Capital is less than the Base Net Working Capital.
Pre-Closing Purchase Price Adjustment. (a) No later than five (5) business days prior to the Closing Date, Seller shall deliver to Buyer a certificate signed by an officer of Seller, setting forth Seller’s good faith estimate of Asset Working Capital (as defined in Section 1.8) as of the Closing Date (“Estimated Pre-Closing Asset Working Capital”).
Pre-Closing Purchase Price Adjustment. No ------------------------------------- later than five calendar days before the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser an estimate of the Closing Working Capital as of the close of business on the Closing Date, prepared in good faith in accordance with the same accounting principles, procedures, policies, estimates, assumptions and methods that were employed in preparing the Reference Working Capital as set forth on Schedule 3.4(a), estimated as of the Closing, pro forma as to, and giving effect for, any transactions or operations previously occurring or anticipated to occur subsequent to its preparation and before the Closing Date (the "ESTIMATED CLOSING WORKING CAPITAL"). Such Estimated Closing Working Capital by Seller shall be used solely for calculation of the Purchase Price as provided below. In the event that Estimated Closing Working Capital is less than Reference Working Capital, there shall be a downward adjustment to the Purchase Price equal to such amount (the "ADJUSTMENT AMOUNT").
