Examples of Closing Capital Expenditures in a sentence
The Purchase Price payable on the Closing Date shall be preliminarily adjusted in accordance with Section 1.01 and the manner contemplated by this Section 2.02 as if (x) the Estimated Working Capital Amount were the actual Closing Working Capital Amount and (y) the Estimated Capital Expenditures Amount were the actual Closing Capital Expenditures Amount.
At least two Business Days prior to the Closing, Seller shall deliver to Purchaser a certificate (the “Closing Certificate”), which certificate shall set forth Seller’s best estimate of the Estimated Closing Indebtedness, Estimated Closing Working Capital and Estimated Closing Capital Expenditures.
The portion of the Purchase Price payable at the Closing pursuant to Section 2.3 hereof will be adjusted, on a dollar-for-dollar basis, (A) downward by the amount, if any, by which the Estimated Closing Capital Expenditures is less than the Capital Expenditures Target, or (B) upward by the amount, if any, by which the Estimated Closing Capital Expenditures is more than the Capital Expenditures Target.
If the Closing Capital Expenditures Value as set out in the Capital Expenditures Valuation Statement is higher than the Base Capital Expenditures Value, then the Purchaser shall pay to the Shares Seller an amount equal to twenty-five percent (25%) of the excess of the Closing Capital Expenditures Value over the Base Capital Expenditures Value, as an increase in the Purchase Price.
If no Notice of Disagreement is received by Parent on or prior to the expiration date of the Review Period, then the Closing Adjustment Statement and the Closing Capital Expenditures, Closing Working Capital, Transaction Costs and Closing TCF set forth therein shall be deemed to have been accepted by the Series A Holders and shall become final and binding upon Parent and the Series A Holders.
Within 60 days following the Closing Date, there shall be delivered to Seller a computation schedule, together with supporting documentation therefor, of the actual (as opposed to estimated) Closing Indebtedness, Closing Working Capital and Closing Capital Expenditures (the “Closing Statement Review”).
Within the seventy-five (75) day period following the Closing Date, Parent shall prepare and deliver to the Series A Holders a statement (the “Closing Adjustment Statement”) of: (i) the Closing Capital Expenditures; (ii) the Incremental Acquisition Amount; (iii) the Closing Working Capital; (iv) the Closing Indebtedness; (v) the Transaction Costs; (vi) the 2015 Bonus Amount; (vii) the Excess Severance Cost, if any; (viii) the Closing TCF; and (ix) the Closing Adjustment Amount.
If no Closing Adjustment Statement is received by the Series A Holders within the seventy-five (75) day period referred to herein, then the Estimated Closing Statement and the estimated amounts of the Closing Capital Expenditures, Closing Working Capital, Transaction Costs and Closing TCF set forth therein shall be deemed to have been accepted by Parent and the Series A Holders and shall become final and binding upon Parent and the Series A Holders.