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”).
(b) No less than 2 Business Days prior to the Closing Date, Seller shall prepare in consultation with, and deliver to, Buyer in writing a good faith estimate of the Working Capital Adjustment (the “Initial Adjustment”), together with its calculation of the Working Capital Adjustment in reasonable detail (the “Closing Date Estimate”), and the Purchase Price shall be adjusted at the Closing based upon such Closing Date Estimate.
(c) On or before the date that is 60 days after the Closing Date, Buyer shall prepare and deliver to Seller (i) (A) a consolidated balance sheet of the NOARK Group (the “Working Capital Balance Sheet”) reflecting the Working Capital as of the Closing (the “Closing Date Working Capital”), and (B) a consolidated statement of the NOARK Group showing in reasonable detail the calculation of the Interim Period Economics, and (ii) a statement (a “Closing Statement”) setting forth (x) a calculation of the Working Capital Adjustment, and (y) the Final Purchase Price (which shall take into account the Initial Adjustment made at the Closing pursuant to the Closing Date Estimate), each of which are to be prepared in accordance with GAAP. Seller shall reasonably cooperate with Buyer in the preparation of the Closing Statement and provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected in the Closing Statement.
(d) The Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by Buyer unless Seller gives written notice of its bona fide disagreement (“Dispute Notice”) to Buyer prior to such date, in which case such Closing Statement (as revised in accordance with Section 2.4(e), if applicable) shall become final and binding on the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Dispute Notice and (ii) the date upon which the Final Closing Stateme...
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:
(a) Pre-Closing Working Capital Adjustment.
Working Capital Adjustments. (a) Each of the parties hereto acknowledges and agrees that, as of the close of business on the Closing Date, each of the Merger Sub Acquired Businesses, the PGB Acquired Businesses and the PepsiCo Acquired Businesses should have a Working Capital Amount equal to the Projected Working Capital Amount for such business (and each of the parties will make adjustments as set forth herein to cause such business to have such Working Capital Amount), and in furtherance thereof, within 60 days after the Closing Date, (i) Merger Sub shall prepare and deliver to PepsiCo a statement (the "Merger Sub Statement") setting forth (A) the Working Capital Amount as of the close of business on the Closing Date (the "Closing Working Capital Amount") of the Merger Sub Acquired Businesses, taken as a whole, and each of the PGB Acquired Businesses and (B) the Projected Working Capital Amount of the Merger Sub Acquired Businesses, taken as a whole, and each of the PGB Acquired Businesses as of the close of business on the Closing Date, together with a certificate of Merger Sub and Merger Sub's independent auditors that the Merger Sub Statement has been prepared in compliance with the requirements of this Section 12.01(a) and (ii) PepsiCo shall prepare and deliver a statement (the "PepsiCo Statement") setting forth (A) the Closing Working Capital Amount of the PepsiCo Acquired Businesses (with Princetonco and Marionco taken as a whole, and Neva Holdings LLC and St. Petersburgco taken as a whole), and (B) xxx Projected Working Capital Amount of the PepsiCo Acquired Businesses (with Princetonco and Marionco taken as a whole, and Neva Holdings LLC and St. Petersburgco taken as a whole) as of the xxxse of business on the Closing Date, together with a certificate of PepsiCo and PepsiCo's independent auditors that the PepsiCo Statement has been prepared in compliance with the requirements of this Section 12.01(a). Each of Merger Sub, Whitman and PepsiCo agrees that, notwithstanding anything to the cxxxxxxx contained in this Agreement, (i) there shall be excluded from any calculation of the Closing Working Capital Amount of any of the PepsiCo Acquired Businesses the portion of any current assets which did not arise in the ordinary course of business consistent with past practice of any of the PepsiCo Acquired Businesses and (ii) if the Whitman Transfers are consummated prior to the Closing in accordanxx xxxx Section 4.01, references in this Section 12.01 to "Closing Date" shall be deemed ...
Working Capital Adjustments. If the Preliminary Working Capital Adjustment is positive, Buyer shall pay Seller, at the Closing, in addition to the Base Purchase Price, an amount equal to forty-five percent (45%) of such Preliminary Working Capital Adjustment. If the Preliminary Working Capital Adjustment is negative, the Base Purchase Price payment by Buyer to Seller pursuant to Section 2.02 shall be reduced by an amount equal to forty-five percent (45%) of such Preliminary Working Capital Adjustment.
Working Capital Adjustments. 15 2.7 Net Operating Cash Adjustments....................................16 2.8 Additional Adjustments for TPC Receivables........................17 2.9 Taxes on Sale and Transfer........................................18 2.10 Amounts Paid for Undertaking Future Obligations...................18 2.11 Sale Tax Elections................................................18
Working Capital Adjustments. The Purchase Price shall be increased or decreased on a dollar for dollar basis, in accordance with this Section 2.3. The Parties hereby jointly designate the “Target Working Capital Amount” as the working capital of TempSys as of May 31, 2013, as determined from the Financial Statements of TempSys, including those adjustments listed in Exhibit B hereto. Within thirty (30) days following the Closing Date, Mesa will calculate the TempSys working capital as of the Closing Date, (the “Closing Date Working Capital Amount”) in a manner consistent with the calculation of the Target Working Capital Amount, and shall include those adjustments consistent with the adjustments made in Exhibit B hereof. For the purposes of calculating and determining either the Target Working Capital Amount or the Closing Date Working Capital Amount, all calculations shall exclude (i) any accrued or paid buy/sell professional fees, and (ii) any bank debt or Related Party Debt, each of which shall be paid in full by TempSys and/or the Sole Shareholder at or prior to Closing. The “Working Capital Adjustment Amount” shall be the difference between the Closing Date Working Capital Amount and the Target Working Capital Amount, each of which shall be calculated on a consistent basis.
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. (a) Carrier and Watsco have agreed to contribute to the capital of the Company the Northeast Business Contributed Assets and the Homans Business Contributed Assets, respectively, in exchange for the issuance by the Company of membership interests in the Company to each of Carrier, on the one hand, and Holdings III, on the other hand, based on the assumption that, as of the Northeast Business Contribution Time, the Northeast Business Working Capital is equal to the Northeast Business Reference Working Capital and, as of the Homans Business Contribution Time, the Homans Business Working Capital is equal to the Homans Business Reference Working Capital. After the Closing, Carrier will close its books with respect to the Northeast Business Contributed Assets, and Xxxxx will close its books with respect to the Homans Business Contributed Assets, and the parties shall confirm and adjust, to the extent necessary, the calculation of the Northeast Business Working Capital and the Homans Business Working Capital as of the close of business at the Northeast Business Contribution Time or the Homans Business Contribution Time, respectively, based on the procedures set forth in this Section 1.06, Section 1.07 and Section 1.06 of the Watsco Disclosure Schedule, which shall reflect the methodology used to calculate the Homans Business Reference Working Capital (such adjustments, the “Northeast Business Working Capital Adjustment” and the “Homans Business Working Capital Adjustment,” respectively, and each, generally, a “Working Capital Adjustment”). The Parties agree that, to the extent that any adjustments are made to either the Northeast Business Working Capital or the Homans Business Working Capital, no adjustments will be made to the number of membership interests in the Company to be issued to Carrier or Holdings III by the Company pursuant to Sections 1.02(b)(i) or 1.04(b)(i), respectively, but, instead, the Parties will compensate each other in immediately available funds, as set forth in Sections 1.06(c) and 1.06(d).
(b) As promptly as practicable, but in any event within sixty (60) calendar days following the Closing Date, (i) Carrier shall deliver to Watsco (A) a statement (the “Final Statement on Northeast Business Working Capital”) setting forth the Final Northeast Business Working Capital and (B) an accurate, true and complete calculation of the Northeast Business Working Capital Adjustment, and (ii) Watsco shall deliver to Carrier (A) a statement (the “Final...
Working Capital Adjustments. 7 1.5. Adjustments to Prevent Dilution..................... 10 1.6. Closing............................................. 10 1.7. Effective Time...................................... 10 ARTICLE II Declaration of Trust and Trust Regulations of the Surviving Trust........................................ 10 2.1. The Declaration of Trust............................ 10 2.2. The Trust Regulations............................... 10 ARTICLE III Trustees, Directors and Officers of the Surviving Trust and Starwood Corp...................................... 11 3.1.
