Working Capital Purchase Price Adjustment Sample Clauses

Working Capital Purchase Price Adjustment. (a) No later than five days prior to the Closing Date, Seller shall prepare and the parties shall jointly agree on a statement setting forth their estimate of the Working Capital of the Company as of the Closing Date (the "Preliminary Closing Working Capital"), which shall reflect the estimates of the parties, based on the information available to them at the time, of amounts to be reflected on the Closing Balance Sheet. If the parties cannot timely agree on the statement of Preliminary Closing Working Capital, the statement shall be submitted to the Independent Accountant, who shall be jointly retained by the parties, for the purpose of determining the Preliminary Closing Working Capital as soon as reasonably possible and the Closing Date shall be postponed, if necessary, pending such determination. Notwithstanding the foregoing, in no event shall the Closing Date be postponed pursuant to this Section 3.3(a) if either party is willing temporarily to waive (pending and subject to the determination of the Closing Balance Sheet) its objection to the statement of the Preliminary Closing Working Capital. To the extent the Independent Accountant is retained pursuant to this Section 3.3(a), Seller and Buyer shall each bear one-half of all the fees and expenses incurred in connection with the engagement of the Independent Accountant. The determination of the Preliminary Closing Working Capital (pending and subject to the determination of the Closing Balance Sheet) shall be final, conclusive and binding on the parties hereto and not subject to appeal, absent fraud or manifest error. If the Preliminary Closing Working Capital is less than $9,947,000, the purchase price set forth in Section 3.1 shall be decreased by an amount equal to such shortfall. If the Preliminary Closing Working Capital is greater than $9,947,000, the purchase price set forth in Section 3.1 shall be increased by an amount equal to such excess. Any adjustment to the purchase price required by this Section 3.3 shall be appropriately allocated between the purchase price paid for the Shares and the purchase price paid for the Limited Partner Interest. (b) Within 45 days after the Closing Date, Buyer shall deliver to Seller the Closing Balance Sheet, which shall be prepared in a manner consistent with the preparation of the Audited Financial Statements, including using the same methods, policies, practices, principles and procedures with consistent classification, judgments and estimation that were...

Working Capital Purchase Price Adjustment. At the Closing, the Seller will deliver to the Buyer a schedule of the accounts receivable of the Stations owing to the Seller as of the close of business on the Closing Date. The Buyer agrees to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date from any advertiser. The Buyer shall apply said moneys to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 7(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyer shall immediately assign the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyer returns a disputed account to the Seller, the Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyer will assign to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyer will thereafter have no further responsibility with respect to the collection of such receivables. At the end of the 120-day period following the Closing Date, the Buyer will pay to the Seller as the purchase price for such collected accounts an amount (the "Working Capital Price Adjustment") equal to the aggregate collections of accounts receivable of the Stations as of the Closing Date, plus any Cash of the Company on hand as of the Closing Date, less the aggregate amount of any Liabilities of Seller as of the Closing Date paid by the Seller after the Closing Date.

Working Capital Purchase Price Adjustment. (a) The West Xxxx Purchase Price shall be increased or decreased by an amount equal to the amount by which all net working capital (excluding inventory and debt) reflected on the books and records as of the Closing Date of the Transferred Subsidiaries either exceeds or is less than $5,000,000 (the “West Xxxx XX Purchase Price Adjustment”). (b) Within 30 days following the Closing Date, Seadrill and the Company shall agree on the amount of the West Xxxx XX Purchase Price Adjustment pursuant to Section 2.7(a), and Seadrill and the Company shall make settlement of the West Xxxx XX Purchase Price Adjustment within 30 days thereafter.

Working Capital Purchase Price Adjustment. 11 ARTICLE IV................................................................... 13 4.1 Organization; Power and Authority................................ 13 4.2 Authorizations; Execution and Validity........................... 13 4.3 Capitalization................................................... 13 4.4

Working Capital Purchase Price Adjustment. ‌ (a) The Purchase Price will be increased or decreased, as the case may be, dollar-for-dollar, to the extent that the Working Capital as determined from the Closing Working Capital Statement (“Final Closing Working Capital”) is more or less than the Working Capital Target. (b) If the Final Closing Working Capital, is more than the Working Capital Target, the Buyer will pay to each Seller its Pro Rata Share of the amount of such difference as an increase to the Purchase Price in cash. (c) If the Final Closing Working Capital is less than the Working Capital Target, each Seller will pay its Pro Rata Share of the amount of such difference as a decrease to the Purchase Price in cash to the Buyer. (d) Any amounts to be paid directly by the Sellers or the Buyer under Section

Working Capital Purchase Price Adjustment. (1) The Aggregate Purchase Price will be increased or decreased, as the case may be, dollar- for-dollar, to the extent that the Working Capital as determined from the Closing Working Capital Statement is more or less than $1,500,000 (the “Working Capital Target”) as follows: (a) If the Working Capital determined from a Closing Working Capital Statement is more than the Working Capital Target, Buyer shall pay the amount of such difference, dollar-for-dollar, as an increase to the Aggregate Purchase Price. (b) If the Working Capital determined from the Closing Working Capital Statement is less than the Working Capital Target, Seller shall pay to Buyer the amount of such difference, dollar-for-dollar, as a decrease to the Aggregate Purchase Price. (2) Any payment to be made pursuant to this Section 3.5 shall be made by wire transfer of immediately available funds within five Business Days after the Draft Working Capital Statement becomes the Closing Working Capital Statement in accordance with Section 3.4(4) or Section 3.4(5), as the case may be.

Working Capital Purchase Price Adjustment. (a) (i) Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Statement”), certified by an officer of Buyer, setting forth Working Capital as of 12:01 a.m. on the Closing Date (“Closing Working Capital”) and a certificate of Buyer substantially in the form attached hereto as Exhibit 2.02 stating that the Statement has been prepared in compliance with the requirements of this Section 2.02.

Working Capital Purchase Price Adjustment. If the Target Net Working Capital exceeds the Closing Net Working Capital (defined below) then not later than the third business day after the Closing Net Working Capital is finally determined pursuant to Section 1.13 below, Buyer shall be entitled to collect from the Escrow Fund an amount equal to the amount by which the Target Net Working Capital exceeds the Closing Net Working Capital. Any amount to be paid pursuant to this Section 1.12 will be treated as an adjustment to the merger consideration hereunder for all purposes and shall be solely satisfied out of the Escrow Fund.

Working Capital Purchase Price Adjustment. 9 1.13 Determination of Closing Net Working Capital. . . . . . . . . . . . . . . . . . . . . . . . . . .9 1.14

Working Capital Purchase Price Adjustment. (a) Working Capital. The term “Working Capital” means Current Assets minus Current Liabilities of the Acquired Businesses. The term “Current Assets” means the total current assets, including accounts receivable, net of allowances, inventory, net of allowances, and prepaid expenses and other current assets, constituting Transferred Assets of the Acquired Businesses and the term “Current Liabilities” means the total current liabilities, including accounts payable and other accrued expenses, deferred revenue, advanced payment periodicals (BSA advance payments) and computer leases constituting Assumed Liabilities of the Acquired Businesses. Current Assets and Current Liabilities relating to Taxes (other than accrued sales tax payable) and the Incentive Plans shall not be taken into account in determining Working Capital. To the extent pro rations pursuant to Section 8.03 are not calculated and paid at Closing, such pro rations shall be taken into account in the calculation of Working Capital. The “Target Working Capital of the Acquired Businesses” is $(11,124,617), calculated as set forth on Schedule 2.04.