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.
Working Capital Purchase Price Adjustment. (a) Section 2.7 of the Seller Disclosure Schedule sets forth a calculation of the net working capital of the Business as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset and liability line items used in such calculation, and assuming that all of such asset and liability line items that constitute Acquired Assets or Assumed Liabilities under this Agreement will be transferred to Purchaser as of 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”).
Working Capital Purchase Price Adjustment. The Purchase Price shall be adjusted as follows:
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. (1) 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 is more or less than the Estimated Working Capital.
Working Capital Purchase Price Adjustment. (a) Not less than five (5) Business Days prior to the Early Funding Date, Sellers will prepare and deliver to Buyer a good faith estimate of the Net Working Capital as of the close of business on the day immediately preceding the Early Funding Date (the “Estimated Early Funding Date Working Capital”). Sellers will prepare the Estimated Closing Working Capital in accordance with GAAP and consistent with ATI’s preparation of its unaudited balance sheet as of September 30, 2003.
Working Capital Purchase Price Adjustment. (a) For purposes of this Agreement, the term "Working Capital" shall mean, as of a particular date, the working capital of the Company, which Working Capital shall be computed in accordance with the methods, formulae, prorations and reserves set forth in Appendix 1.4(a) attached hereto, and shall equal: (i) the aggregate amount of the current assets of the Company excluding cash and cash equivalents (but including cash and cash equivalents in any Company sinking fund for the Industrial Revenue Bonds), which is comprised of (A) the Company's notes and accounts receivable, net of reserves, (B) the Company's inventories of raw materials, work-in-process and finished goods or products and, useable or saleable in the ordinary course of Business, valued at the lower of cost or net realizable value (the "Inventories"), and (C) the value of the Company's prepaid expenses, security deposits and other assets that are likely to be converted into cash, sold, exchanged or expensed in the ordinary course of business within one (1) year from the date as of which the determination of the amount of working capital of the Business is made; minus the following amounts: (ii) the aggregate amount of the current liabilities of the Company, which is comprised of (A) the trade payables arising from the conduct of the Company in existence at the close of business on the last business day before the Closing Date, (B) the accrued liabilities of the Company in existence at the close of business on the last business day before the Closing Date (including accruals for ad valorem taxes with respect to the Company's assets and utility services), and (C) the current portion of the Industrial Revenue Bonds of Oakland County Development Corporation in the original issue amount of $9,000,000, including principal and accrued interest thereunder (the "Industrial Revenue Bonds"); provided, however, that any assets, liabilities or expenses related to the Offering, whether included in the Expense Reimbursement Amount or otherwise, shall not be included as liabilities for purposes of calculating the Closing Date Working Capital. The amounts of all items to be used in the calculation of Working Capital shall be prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied with the past practices of the Company.
Working Capital Purchase Price Adjustment. (a) Prior to the Closing, (i) EMO has prepared and delivered to the Equity Buyer (on behalf of the Buyers) a statement setting forth the Seller’s good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement contains a reasonably detailed calculation of the Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”) and was prepared in accordance with GAAP (except that Seller/VEX Product Inventory was determined in accordance with Section 2.4(a) and valued in accordance with Schedule 1.1(c)), and (ii) the Parties have negotiated in good faith to agree on a final Estimated Closing Working Capital Statement and Closing Adjustment (defined below). The “
Working Capital Purchase Price Adjustment. Within ten (10) days after delivery to Purchaser of the complete audited financial statements of the Companies (on a stand-alone basis) for the period of December 30, 2002 through the Closing Date, including all auditors notes attached to the financial statements (the "Closing Financial Statements"), (a) Purchaser shall pay to AFC an amount equal to the amount by which the Working Capital reflected on the unaudited financial statements of the Companies provided to Purchaser for the period ended October, 6, 2002 attached hereto as SCHEDULE 2.C (the "October Financial Statements") is less than the Working Capital reflected on the Closing Financial Statements or (b) AFC shall pay to Purchaser an amount equal to the amount by which the Working Capital reflected on the October Financial Statements exceeds the Working Capital reflected on the Closing Financial Statements.
