Working Capital Adjustments. (a) The Purchase Price shall be (i) increased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is greater than the Required Working Capital Balance, or decreased on a dollar for dollar basis to the extent that the Working Capital as of the Closing Date is less than the Required Working Capital Balance and (ii) decreased by an amount equal to the Interim Period Economics (the cumulative effect of both such adjustments, being the “Working Capital Adjustment”).
Working Capital Adjustments. The Initial Payout Amount shall be subject to adjustment pursuant to this Section 1.13 as follows.
Working Capital Adjustments. The Base Merger Consideration will be subject to adjustment as follows:
Working Capital Adjustments. (a) As promptly as practicable, but in no event later than ninety (90) days following the Closing Date, the Buyer shall have prepared and delivered to the Seller an internally prepared statement (the “Closing Statement”) setting forth the Buyer’s calculation of the Closing Working Capital, as of the Closing Date, together with all worksheets, working papers, schedules and other data that supports the Closing Statement. The Closing Statement shall be prepared from the books and records of the Seller and in accordance with GAAP. The Closing Statement will be in the form attached hereto as Exhibit 2.5(a).
Working Capital Adjustments. The Purchase Price shall be decreased --------------------------- dollar for dollar, to the extent by which current assets that are part of the Purchased Assets (excluding cash) less the sum of current liabilities that are part of the Assumed Liabilities (excluding cash) ("Working Capital"), in each case, as reflected on the Closing Balance Sheet of the Business prepared pursuant to the procedures outlined in this Section as of the Effective Time (as finally determined, the "Closing Balance Sheet") is less than $5,880,129 (the "Working Capital Adjustment"). On the Closing Date or another mutually agreed upon date, the employees of the Zero Cases Division shall conduct a physical inventory to be jointly observed by the parties' respective accounting firms or other designated representatives. The parties shall agree on an estimate of the Working Capital Adjustment at Closing based upon the Working Capital from the preliminary balance sheet for the Business for the month ending as of January 31, 2002 (the "Working Capital Estimate") which shall contain appropriate reserves for the Martike and Dolch matters. An initial estimated Working Capital Adjustment to the Purchase Price shall be made at Closing (the "Estimated Working Capital Adjustment") equal to the amount, if any, by which the Working Capital Estimate is less than $5,880,129. In order to address the proper level of working capital for the Business, the Purchase Price shall be subject to a one-time downward adjustment at Closing of $115,000, regardless of, and without effect to, any Working Capital Adjustment. As promptly as practicable, and in any event no more than forty-five (45) days after Closing, Sellers shall prepare and deliver a draft Closing Balance Sheet with certification by APW Ltd.'s Chief Financial Officer or another APW Ltd. officer. The draft Closing Balance Sheet (a) shall be prepared from and consistent with the books and records of the Business; and (b) shall be prepared on a basis consistent with the Agreed Accounting Principles. The draft Closing Balance Sheet shall be conclusive and binding on all parties unless Buyers deliver to Sellers a notice specifying in reasonable detail the respects to which they object within forty-five (45) days of Buyers' receipt of the draft Closing Balance Sheet calculation. If Buyers deliver an objection notice, the parties shall negotiate among themselves for fifteen (15) days to resolve such objections. If no resolution can be reached, then Buyer...
Working Capital Adjustments. If the Preliminary Working Capital Amount is positive, Buyer shall pay Seller, at the Closing, in addition to the Base Purchase Price, an amount equal to fifty percent (50%) of such Preliminary Working Capital Amount. If the Preliminary Working Capital Amount is negative, the Base Purchase Price payment by Buyer to Seller pursuant to Section 2.02 shall be reduced by fifty percent (50%) of the amount of such Preliminary Working Capital Amount.
Working Capital Adjustments. On the seventh Business Day prior to the anticipated Closing Date, the Company shall deliver to Xxxxxx Merger Corp. a certificate certified by the chief financial officer of the Company (“CFO Certificate”) setting forth the Company’s good faith estimate, as of the Closing Date, of Net Working Capital (“Estimated Net Working Capital”).
Working Capital Adjustments. Unless otherwise expressly set forth herein, all undefined capitalized terms utilized in this Section 2.02 shall have the meanings prescribed in the First MIPA. Buyer reserves the right to pay any increases in the Purchase Price pursuant to Section 2.02(b) in cash or shares of Parent Entity’s common stock at Buyer’s sole option so long as such calculations are completed on or before that date that is six (6) months following the First MIPA execution date. If such adjustment calculations are completed after such date, Buyer shall pay any increases in shares of Parent Entity’s common stock. All adjustments to the amount of shares of Parent Entity’s common stock made hereunder (as applicable) shall be calculated based on the VWAP as of the date of the First MIPA execution date.
Working Capital Adjustments. (a) At the Closing, the Sellers shall pay to the Buyer, by wire transfer of immediately available funds to such bank accounts of the Buyer as the Buyer shall designate in writing to the Sellers, an amount equal to $9,754,000.
Working Capital Adjustments. (a) As soon as practicable, but in no event later than 90 days following the Closing Date, Purchaser shall determine the Working Capital of Seller as of the Closing Date in accordance with GAAP (the “Seller’s Working Capital”) and shall deliver to Seller a written statement (the “Purchaser’s Statement”) setting forth its determination of the Seller’s Working Capital. Purchaser shall afford Seller , or its representatives, access to the records and personnel of the Business for the purpose of reviewing such determination. If Seller objects to any item contained in Purchaser’s Statement, such objection shall be made in writing and delivered to Purchaser within 20 business days following Seller’s receipt of the Purchaser’s Statement, failing which such statement shall be deemed to have been accepted by Seller (such accepted statement and Working Capital are referred to herein as the “Closing Working Capital Statement” and “Closing Working Capital,” respectively). If Seller so notifies Purchaser of an objection to the Purchaser’s Statement, the parties shall negotiate in good faith regarding such disagreement.
