Working Capital Adjustment. The parties hereto hereby agree to make the following adjustments to the Initial Parent Shares: (a) Prior to the Closing Date, the Company shall prepare a calculation of the Working Capital (as defined herein) for the end of the month immediately prior to the Closing Date (the “Adjusted Working Capital”), each component of which shall be prepared in accordance with generally accepted United States accounting principles applied in a manner consistent with past practices (“GAAP”) from the books and records of the Company and which shall be derived from the balance sheet of the Company as of the end of the month immediately prior to the Closing Date (the “Closing Balance Sheet”). The Company shall, within five (5) days of the end of the relevant month, deliver such Closing Balance Sheet and the calculation of the Adjusted Working Capital to Parent for review. Within five (5) business days of its receipt of the Closing Balance Sheet and Adjusted Working Capital, Parent shall notify the Company whether Parent agrees with such Closing Balance Sheet and the calculation of the Adjusted Working Capital or disputes such Closing Balance Sheet and the calculation of the Adjusted Working Capital, in the latter case specifying in reasonable detail the points of disagreement. If any such dispute cannot be resolved to the satisfaction of both the Company and Parent within five (5) days after the Company receives notice from Parent of the existence of such dispute, then Xxxxxxxx & Company, LLP, CPA’s (“Xxxxxxxx”), shall resolve all points of disagreement with respect to the Closing Balance Sheet and the calculation of the Adjusted Working Capital. All determinations made by Xxxxxxxx, shall be final, conclusive and binding with respect to such Closing Balance Sheet and the calculation of the Adjusted Working Capital.
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Samples: Merger Agreement (Sand Hill It Security Acquisition Corp), Merger Agreement (Sand Hill It Security Acquisition Corp)
Working Capital Adjustment. The parties hereto hereby agree to make the following adjustments to the Initial Parent Shares:
(a) Prior to On or before the Closing Date, the Company Seller shall deliver to the Purchaser a statement of Working Capital (including the related notes and schedules thereto) as of the close of business on the Closing Date, which shall set forth the estimated Working Capital and shall set forth in detail the amounts underlying such calculation. The statement of estimated Working Capital shall be consistent in such respects with the model calculation set forth on Schedule 3.2(a). In the event that the Seller and the Purchaser disagree over the statement of estimated Working Capital or the amount of the estimated Working Capital, the estimated Working Capital prepared by Seller shall be deemed to be the estimated Working Capital for purposes of Closing. If the Working Capital as shown in the Final WC Statement is less than Two Million Two Hundred Fifty Thousand and 00/100 Dollars ($2,250,000.00) (the “WC Benchmark”), the parties acknowledge that the principal amount of the Notes may be adjusted in accordance with the balance of this Section 3.2 (the “Working Capital Adjustment”).
(b) As promptly as practicable, but no later than 45 calendar days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a statement of Working Capital (including the related notes and schedules thereto) as of the close of business on the Closing Date, which shall set forth the Purchaser’s determination of the Working Capital and shall set forth in detail the amounts underlying such calculation (the “Initial WC Statement”). The calculation of the Working Capital (as defined herein) for set forth on the end of the month immediately prior to the Closing Date (the “Adjusted Working Capital”), each component of which shall Initial WC Statement will be prepared in accordance with generally GAAP and, for purposes of clarity, shall be consistent with the model calculation set forth on Schedule 3.2(b) which is included for illustrative purposes only. During the 15 calendar days immediately following the Seller’s receipt of the Initial WC Statement, the Seller and its representatives will be permitted during business hours in a manner which will not unreasonably interfere with the operation of the Business to review at the Purchaser’s offices the Purchaser’s working papers (including work papers of accountants and other advisors) relating to the Initial WC Statement, as well as all of the books and records relating to the operations and finances of the Business with respect to the period up to and including the Closing Date, and the Purchaser shall make reasonably available at its offices the individuals responsible for the preparation of the Initial WC Statement in order to respond to the reasonable inquiries of the Seller related thereto.
(c) The Seller shall notify the Purchaser in writing (the “Notice of Disagreement”) within 20 calendar days after receiving the Initial WC Statement if the Seller disagrees with the Purchaser’s calculation of the Working Capital, which Notice of Disagreement shall set forth in reasonable detail the basis for such dispute and the U.S. Dollar amounts involved and the Seller’s good faith estimate of the Working Capital. Any item not specifically disputed by the Seller shall be deemed accepted United States by the Seller and shall become part of the Final WC Statement. If the Seller does not deliver a Notice of Disagreement to the Purchaser within such 20 calendar day period, then the Initial WC Statement shall be deemed to have been accepted by the Seller, shall become final and binding upon the parties and shall be the Final WC Statement.
(d) During the 30 calendar day period immediately following the delivery of a Notice of Disagreement, the Seller and Purchaser shall seek in good faith to resolve any differences that they may have with respect to any matter specified in the Notice of Disagreement. If at the end of such 30 calendar day period the Seller and Purchaser have been unable to agree upon a Final WC Statement, then the Seller and Purchaser shall submit to a mutually agreeable independent accounting principles applied firm (the “Independent Accounting Firm”) for review and resolution any and all matters that remain in dispute with respect to the Notice of Disagreement. The Seller and Purchaser shall cause the Independent Accounting Firm to use commercially reasonable efforts to make a final determination (which determination shall be binding on the parties hereto) of the Working Capital within 30 calendar days from such submission, and such final determination shall be the Final WC Statement. The cost of the Independent Accounting Firm’s review and determination shall be split between and paid by the Seller and Purchaser on a proportionate basis, based upon the relative amount by which the determination of the Working Capital of each of them differed from that determined by the Independent Accounting Firm. During the 30 calendar day review by the Independent Accounting Firm, the Seller and Purchaser will each make available to the Independent Accounting Firm such individuals and such information, books and records as may be reasonably required by the Independent Accounting Firm to make its final determination.
(e) If the Working Capital (as set forth in the Final WC Statement) is less than the WC Benchmark, then the principal amount of the Notes shall be reduced by an amount equal to such shortfall.
(f) In furtherance of the calculation of the Working Capital, on the Business Day immediately preceding the Closing Date, the parties and such parties’ representatives and agents may conduct a physical inventory of all tangible property forming a part of the Purchased Assets in a manner consistent with Seller’s past practices (“GAAP”) from the books and records of the Company and which shall be derived from the balance sheet of the Company as of the end of the month immediately prior to the Closing Date (the “Closing Balance Sheet”). The Company shall, within five (5) days of the end of the relevant month, deliver such Closing Balance Sheet and the calculation of the Adjusted Working Capital to Parent for review. Within five (5) business days of its receipt of the Closing Balance Sheet and Adjusted Working Capital, Parent shall notify the Company whether Parent agrees with such Closing Balance Sheet and the calculation of the Adjusted Working Capital or disputes such Closing Balance Sheet and the calculation of the Adjusted Working Capital, in the latter case specifying in reasonable detail the points of disagreement. If any such dispute cannot be resolved to the satisfaction of both the Company and Parent within five (5) days after the Company receives notice from Parent of the existence of such dispute, then Xxxxxxxx & Company, LLP, CPA’s (“Xxxxxxxx”), shall resolve all points of disagreement with respect to the Closing Balance Sheet and the calculation of the Adjusted Working Capital. All determinations made by Xxxxxxxx, shall be final, conclusive and binding with respect to such Closing Balance Sheet and the calculation of the Adjusted Working Capitalpractice.
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Samples: Asset Purchase Agreement (Hi Tech Pharmacal Co Inc), Asset Purchase Agreement (Hi Tech Pharmacal Co Inc)
Working Capital Adjustment. The parties hereto hereby agree For purposes of this Agreement, "CLOSING WORKING CAPITAL" means the Working Capital of Taurus as of November 30, 1997; "WORKING CAPITAL" means (i) current assets, determined on a basis consistent with the Taurus Interim Financial Statements and in accordance with GAAP, minus (ii) current liabilities, determined on a basis consistent with the Taurus Interim Financial Statements and in accordance with GAAP (excluding all Development Capital Expenditures, other than Development Capital Expenditures associated with the Excluded Taurus Assets). As soon as practicable, but in no event not later than January 29, 1998, CNG shall cause to make the following adjustments to the Initial Parent Shares:
(a) Prior to the Closing Date, the Company shall prepare be prepared a calculation of the Closing Working Capital (as defined herein) for the end of the month immediately prior to the Closing Date (the “Adjusted Working Capital”), each component of which shall be prepared in accordance with generally accepted United States accounting principles applied in a manner consistent with past practices (“GAAP”) from the books and records of the Company and which shall be derived from the balance sheet of the Company as of the end of the month immediately prior to the Closing Date (the “Closing Balance Sheet”). The Company shall, within five (5) days of the end of the relevant month, deliver such Closing Balance Sheet and the calculation of the Adjusted Working Capital to Parent Coda for review. Within five Coda shall notify CNG within ten (510) business days of its receipt of the Closing Balance Sheet and Adjusted Working Capital, Parent shall notify the Company thereof whether Parent it agrees with such Closing Balance Sheet and the calculation of the Adjusted Working Capital or disputes such Closing Balance Sheet and the calculation of the Adjusted Working Capitaland, in the latter case specifying if not, shall specify in reasonable detail the points of disagreement. If any such dispute disagreement cannot be resolved within ten (10) business days thereafter, Coda and CNG shall mutually agree upon a reputable firm of independent public accountants which has not performed any services since January 1, 1997 for Coda, Taurus, or CNG or its affiliates to the satisfaction of both the Company and Parent within five (5) days after the Company receives notice from Parent of the existence of such dispute, then Xxxxxxxx & Company, LLP, CPA’s (“Xxxxxxxx”), shall resolve all points of disagreement with respect to the Closing Balance Sheet and the calculation of the Adjusted Working Capital. All The fees of such third party accounting firm shall be borne one-half by Coda and one-half by CNG, and all determinations made by Xxxxxxxx, such firm shall be final, conclusive conclusive, and binding with respect to such Closing Balance Sheet and the calculation of the Adjusted Closing Working Capital. If the Closing Working Capital position is less than zero, the amount by which it is less shall be paid promptly by Coda to CNG in immediately available funds; if such Closing Working Capital position is greater than zero, the amount by which it is greater shall be paid promptly by CNG to Coda in immediately available funds.
Appears in 2 contracts
Samples: Merger Agreement (Coda Energy Inc), Merger Agreement (Continental Natural Gas Inc)
Working Capital Adjustment. The parties hereto hereby agree to make the following adjustments to the Initial Parent Shares:
(a) Prior to As promptly as practicable, but in no event later than one hundred (100) days after the Closing Date, the Company Seller Representative shall in good faith prepare and deliver to Purchaser (i) a consolidated balance sheet of the Consolidated Companies as of the Balance Sheet Time, disregarding minority interests, if applicable (the “Proposed Closing Balance Sheet”) and (ii) a written statement signed by the Seller Representative setting forth in reasonable detail (and together with reasonable supporting documentation) (A) the Net Working Capital Adjustment Amount as of the Balance Sheet Time (the “Proposed Net Working Capital Adjustment Amount”) and the components of such calculation (including the calculation of the Net Working Capital (Target), as defined herein) for derived from the end Proposed Closing Balance Sheet, as well as details as to whether each accounts receivable and taxes receivable of the month immediately prior to Companies and their Subsidiaries outstanding as of the Closing Date (was paid to the “Adjusted Companies, their Subsidiaries or the Purchaser as of the 90th day anniversary of the Closing Date. The Proposed Closing Balance Sheet and the Proposed Net Working Capital”), each component of which Capital Adjustment Amount derived therefrom shall be prepared in accordance with generally accepted United States accounting principles applied in a manner consistent with past practices (“GAAP”) from GAAP consistently applied, based on the books and records of the Company Companies and which shall be derived from their Subsidiaries, on a basis and in a manner consistent with the balance sheet preparation of the Company as sample calculation (based on the December 31, 2014 combining financial statements of the end Companies) set forth on Schedule 2.4(a) hereto.
(b) The Companies and Purchaser shall permit the Seller Representative and its Representatives to have reasonable access to any books, records and other documents (including work papers) necessary in connection with preparation of the month immediately prior to the Closing Date (the “Closing Balance Sheet”). The Company shall, within five (5) days of the end of the relevant month, deliver such Proposed Closing Balance Sheet and the calculation of the Adjusted Proposed Net Working Capital Adjustment Amount and provide the Seller Representative with copies thereof (as reasonably requested by the Seller Representative), as well as to Parent for reviewpersonnel of the Consolidated Companies. Within five If Purchaser disagrees with the Seller Representative’s calculation of the Proposed Net Working Capital Adjustment Amount, Purchaser shall, within thirty (530) business days of its after Purchaser’s receipt of the Proposed Closing Balance Sheet and Adjusted Working CapitalSheet, Parent shall notify the Company whether Parent agrees with Seller Representative in writing of such Closing Balance Sheet and the disagreement by setting forth Purchaser’s calculation of the Adjusted Net Working Capital or disputes such Closing Adjustment Amount as of the Balance Sheet Time and the calculation of the Adjusted Working Capital, in the latter case specifying describing in reasonable detail the points of disagreementbasis for such disagreement (an “Objection Notice”). If any such dispute cannot be resolved no Objection Notice is delivered on or prior to the satisfaction of both the Company and Parent within five thirtieth (530th) days day after the Company receives notice from Parent Purchaser’s receipt of the existence Proposed Closing Balance Sheet, the Seller Representative’s calculation of such disputethe Proposed Net Working Capital Adjustment Amount shall be deemed to be binding on the parties hereto. If an Objection Notice is timely delivered to the Seller Representative, then Xxxxxxxx & Company, LLP, CPA’s (“Xxxxxxxx”), Purchaser and the Seller Representative shall negotiate in good faith to resolve all points of disagreement their disagreements with respect to the Closing Balance Sheet computation of the Proposed Net Working Capital Adjustment Amount. In the event that Purchaser and the calculation Seller Representative are unable to resolve all such disagreements within fifteen (15) Business Days after the Seller Representative’s receipt of such Objection Notice, Purchaser and the Adjusted Working Capital. All determinations made by XxxxxxxxSeller Representative shall submit such remaining disagreements to an independent, nationally recognized accounting firm mutually acceptable to Purchaser and the Seller Representative (the “Auditor”) for resolution.
(c) Purchaser and the Seller Representative shall be final, conclusive and binding use their respective reasonable efforts to cause the Auditor to resolve all remaining disagreements with respect to such Closing Balance Sheet the computation of the Proposed Net Working Capital Adjustment Amount as soon as practicable, but in any event shall direct the Auditor to render a determination within forty-five (45) days after its retention. The Auditor shall consider only those items and amounts in Purchaser’s and the calculation Seller Representative’s respective calculations of the Adjusted Proposed Net Working Capital.Capital Adjustment Amount that are identified as being in dispute between
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