Working Capital Adjustment to Purchase Price. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a working capital statement (the “Estimated Working Capital Statement”), setting forth the Company’s calculation of Closing Working Capital with respect to the STB Business as of the opening of business on the Closing Date (“
Working Capital Adjustment to Purchase Price. Section 1.9(a) is hereby amended and restated in its entirety to read as follows:
Working Capital Adjustment to Purchase Price. (a) Not later than 3 Business Days before the Closing Date, Seller will provide Buyer with Seller’s good faith estimate of CLF&P’s Net Working Capital as of the Closing Date, based upon the accounting books and records of CLF&P (the “Estimated Net Working Capital”), and all underlying documentation supporting the Estimated Net Working Capital. The determination of the Estimated Net Working Capital will be binding on Seller and Buyer and will be used to determine the amount of the Purchase Price payable to Seller at the Closing. If the Estimated Net Working Capital is a number greater than zero, then the amount of the Purchase Price paid by Buyer to Seller at the Closing will be increased by the amount of such excess. If the Estimated Net Working Capital is a number less than zero, then the amount of the Purchase Price paid by Buyer to Seller at the Closing will be decreased by the amount of such deficit.
Working Capital Adjustment to Purchase Price. In the event that Hua Run Holdings’ working capital at Closing is more than 5% below the twelve-month trailing average of net working capital for the twelve calendar months immediately preceding Closing as evidenced by management accounts to be prepared within 30 days of Closing Date, then the Purchase Price shall be adjusted downward by an amount equivalent to 50% of the amount by which the net working capital at Closing is more than 5% below the twelve-month trailing average of net working capital for the twelve calendar months immediately preceding Closing.
Working Capital Adjustment to Purchase Price. 13 Section 3.3 Bases for Determination of Estimated and Actual Closing Working Capital. 14 Section 3.4 GSP Adjustment to Purchase Price. 14 Section 3.5 Procedures for Resolving Closing Balance Sheet Disputes. 15 Section 3.6 Allocation of Consideration. 15 Section 3.7 Warranty Claims. 15 Section 3.8 Physical Inventory. 16 ARTICLE IV - CLOSING 16
Working Capital Adjustment to Purchase Price. The Purchase Price shall be adjusted based on Sellers working capital as follows:
Working Capital Adjustment to Purchase Price. (a) Within three (3) Business Days prior to the Closing Date, Sellers shall prepare and deliver to Buyer the Estimated Adjustment Statement, together with a calculation of the Purchase Price resulting from such calculation and reasonable supporting or underlying documentation (including any and all Portfolio Economic Reports since September 1, 2019) and calculations used in the preparation thereof. Sellers shall give Buyer a reasonable opportunity to review and comment on the Estimated Adjustment Statement, and shall take in consideration in good faith any reasonable comments of Buyer on the Estimated Adjustment Statement. The existence of any dispute with respect to any such Estimated Adjustment Statement calculations shall not delay or otherwise affect the Closing or the obligations of Buyer to make the payments specified in Section 2.06 at the Closing.
Working Capital Adjustment to Purchase Price. (a) Not later than two (2) Business Days prior to the Closing, the Company shall provide the Purchaser with a statement of the estimated Closing Working Capital, derived from the Estimated Closing Balance Sheet (“
Working Capital Adjustment to Purchase Price. (a) Adjustments to be Made at Closing. The Purchase Price will be subject to the following adjustments on the Closing Date, based on the difference between the Net Working Capital Balance (as defined in Section 2.02(c)) of the Business as of the Closing Date as determined in good faith by the Seller in consultation with its independent public accountants (the "Closing Working Capital Balance"), and TWO MILLION, SEVEN HUNDRED FIFTY FOUR THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($2,754,600.00), the Net Working Capital Balance of the Business as of June 30, 1997 (the "June 30 Working Capital Balance"):
Working Capital Adjustment to Purchase Price. (i) The Sellers have provided to the Purchaser on Schedule 2(e)(i) the Average Adjusted Working Capital which the Sellers, the Stockholder and Mr. Folz represent and warranx xx xxx Purchaser has been prepared in accordance with GAAP consistently applied period to period and consistent with the methods used in preparing the Financial Statements.
