Pre-Closing Purchase Price Adjustment Sample Clauses

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. (a) It is the intention of the parties hereto that current assets shall equal current liabilities as of the Closing Date. (b) On or before the fifth (5th) Business Day preceding the Closing Date, Seller shall, and Parent shall cause Seller to, prepare and deliver to Purchaser an interim balance sheet of the Seller as of the close of business on the final day of the calendar month immediately preceding the calendar month during which the Closing Date occurs; provided that if the Closing Date occurs within the first five (5) days of a calendar month, the interim balance sheet shall be as of the close of business on the final day of the second calendar month immediately preceding the calendar month during which the Closing Date occurs. Such interim balance sheet shall be accompanied by a calculation of the Net Current Assets as of such date prepared from the interim balance sheet, and a certificate of an officer of Seller to the effect that such calculation was prepared in accordance with the terms of this Agreement and that such interim balance sheet presents fairly, in accordance with GAAP and the accounting practices of the Seller applied on a consistent basis, the financial condition of the Seller as of the close of business on the final day of the calendar month preceding the calendar month during which the Closing Date occurs. (c) In the event that there is a Deficiency with respect to the Net Current Assets calculated in accordance with clause (b) above, the Purchase Price shall be reduced in amount equal to 125% of such Deficiency. (d) In the event that there is a Surplus with respect to the Net Current Assets calculated in accordance with clause (b) above, Purchaser shall pay to Seller at Closing as an adjustment to the Purchase Price, an amount equal to the Surplus. (e) In the event the results of the Phase I delivered pursuant to SECTION 4.19 reveals an environmental condition as to the Real Property in breach of the representations and warranties in SECTION 6.01, to the extent that the cost of curing such condition is more than $100,000 and less than $1,000,000, such breach shall not be considered material and the Purchase Price shall be reduced by the amount equal to the reasonable estimated cost of remedying such environmental condition; provided, however, that in the event the cost of curing such condition is less than $100,000 there shall be no adjustment to the Purchase Price.

Pre-Closing Purchase Price Adjustment. The Purchase Price shall be adjusted prior to the Closing as follows: (i) If the Estimated Closing Net Working Capital exceeds the Reference Net Working Capital, then the Initial Purchase Price to be paid at the Closing shall be adjusted upward in an amount equal to such excess. (ii) If the Estimated Closing Net Working Capital is less than the Reference Net Working Capital, then the Initial Purchase Price to be paid at the Closing shall be adjusted downward in an amount equal to such difference.

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. (b) The Preliminary Purchase Price payable by Purchaser at the Closing pursuant to Section 2.02 shall be decreased, on a dollar for dollar basis, by an amount equal to Estimated Closing Net Indebtedness, if any.

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. (b) At least three (3) Business Days prior to the Closing Date, Katy shall provide to Cxxxxxx and Canadian Purchaser the Estimated Canadian Net Working Capital, without giving effect to any of the transactions contemplated hereby, in the form of Schedule 2.3(b), together with related supporting schedules, calculations and documentation and, if any the resulting Estimated Canadian Working Capital Overage or Estimated Canadian Working Capital Underage. On the Closing Date, the Purchase Price shall be adjusted by either (i) increasing the Shares Payment Amount by the Estimated Canadian Working Capital Overage or decreasing the Shares Payment Amount by the Estimated Canadian Working Capital Underage.

Pre-Closing Purchase Price Adjustment. (a) At least three but no more than 10 Business Days before the Closing Date, Seller shall deliver to Buyer an unaudited statement (the “Estimated Net Working Capital Statement”), setting forth Seller's reasonable good faith estimation of Net Working Capital as of 11:59 p.m. Eastern time on the expected Closing Date (“Estimated Net Working Capital”). The Estimated Net Working Capital Statement shall be prepared in accordance with the same accounting principles, practices, methodologies and policies used in the preparation of the Company Financial Statements (subject to the modifications set forth in the definition of Net Working Capital (and the definitions used to calculate Net Working Capital)) and the methodology used in the illustrative calculation of Net Working Capital set forth on Exhibit D (the “Working Capital Methodology”). (b) If the Estimated Net Working Capital exceeds the Net Working Capital Target, then the Purchase Price as set forth in Section 1.2 hereof shall be increased by the amount of such excess. If the Net Working Capital Target exceeds the Estimated Net Working Capital, then the Purchase Price as set forth in Section 1.2 hereof shall be decreased by the amount of such excess.

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.

Pre-Closing Purchase Price Adjustment. On the Business Day prior to the Closing Date, the Seller shall deliver to the Buyer a written good faith estimate of the cash and Cash Equivalents of the Seller as of Closing (the “Cash Estimate”), together with reasonable supporting documentation used by the Seller to prepare the same. If the Cash Estimate is less than the amount of the Retained Cash (the “Retained Cash Amount”), the Buyer shall increase the principal amount of the Buyer Note in an amount equal to such shortfall (the “Cash Shortfall”). If the Cash Estimate is more than the Retained Cash Amount, no adjustment to the principal amount of the Buyer Note shall be made under this Section 2.6.

Pre-Closing Purchase Price Adjustment. On the Business Day prior to the Closing Date, the Seller shall deliver to the Buyer a written good faith estimate of the cash and Cash Equivalents of the Seller as of Closing (the “Cash Estimate”), together with reasonable supporting documentation used by the Seller to prepare the same. If the Cash Estimate is less than the Restricted Cash Amount, the Buyer shall increase the principal amount of the Buyer Note in an amount equal to such shortfall (the “Cash Shortfall”). If the Cash Estimate is more than the Restricted Cash Amount, the Buyer shall decrease the principal amount of the Buyer Note in an amount equal to the difference between the Cash Estimate and the Restricted Cash Amount.” 8. Amendment to Section 2.7(e). Section 2.7(e) of the Asset Purchase Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

Pre-Closing Purchase Price Adjustment. Not later than three Business Days, and no more than five Business Days, prior to the Closing, Seller shall deliver to Purchaser a written statement (the “Estimated Closing Statement”) consisting of those calculations set forth on Exhibit A as of the Calculation Time prepared in accordance with Accounting Principles and Section 2.04(c) (the “Estimated Carve-out Statement”) and, based thereon, a good faith estimate of: (i) Net Working Capital as of the Calculation Time (the “Estimated Closing Net Working Capital”), together with a reasonably detailed explanation of the calculation thereof, and the resulting Estimated Closing Net Working Capital Adjustment Amount, (ii) MMIS Entity Cash as of the Calculation Time (the “Estimated Closing Cash”), (iii) Indebtedness as of the Calculation Time, except that the Income Tax Liability Amount shall be calculated as of the end of the Closing Date (the “Estimated Closing Indebtedness”), (iv) the resulting Closing Payment, and (v) the amount of Unbilled DDI Receivables under each Unbilled DDI Contract as of the Calculation Time. Seller shall consider in good faith Purchaser’s reasonable comments to the Estimated Carve-out Statement, the Estimated Closing Statement and/or any of the components thereof or calculations therein; provided, however, that if Seller and Purchaser cannot agree on any such changes, then the calculations delivered by Seller shall be used for purposes of the Estimated Closing Statement and the calculation of the Closing Payment.