Closing Adjustment Clause Samples

Closing Adjustment. At least three (3) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

Closing Adjustment. (i) At the Closing, the Closing Amount shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.03(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) an increase by the amount of Cash of the Acquired Companies; (C) a decrease by the amount of the Estimated Closing Debt Like Items (as determined in accordance with Section 2.03(a)(ii)); (D) a decrease by the amount of the Estimated Closing Indebtedness (as determined in accordance with Section 2.03(a)(ii)); and (E) a decrease by the amount of the Estimated Closing Transaction Expenses (as determined in accordance with Section 2.03(a)(ii)). The net amount after giving effect to the adjustments listed in (A)-(E) above shall be the “Closing Date Payment.” The Closing Date Payment shall be paid (i) $17,999,979.84 in the form of Buyer Stock issued from Buyer to Sellers (the “Closing Date Stock Payment”), with the specific number of shares of Buyer Stock being calculated pursuant to Section 2.06 and Section 2.07, and (ii) the remainder paid in cash (the “Closing Date Cash Payment”). (ii) The Shareholder Representative has prepared and delivered to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Acquired Companies as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, a calculation of the Cash of the Acquired Companies as of the Closing (the “Estimated Cash”) a calculation of all outstanding Debt Like Items of the Acquired Companies as of the Closing (the “Estimated Closing Debt Like Items”) and payment information with respect thereto, a calculation of all outstanding Indebtedness of the Acquired Companies as of the Closing (the “Estimated Closing Indebtedness”) and payment information with respect thereto, and a calculation of all unpaid Transaction Expenses of the Acquired Companies as of the Closing (the “Estimated Closing Transaction Expenses”) and payment information with respect thereto (such statement the “Estimated Closing Working Capital Statement”), and a certificate of the Shareholder Representative that the Estimated Closin...

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereof.

Closing Adjustment. (i) At Closing, the Company shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end.

Closing Adjustment. (i) At the Closing, the Cash Payment shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by an amount equal to the outstanding Indebtedness of the Company as of the open of business on the Closing Date; (C) a decrease by an amount equal to the Escrow Fund Cash Portion; The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.” (ii) At least three Business Days before the Closing, Sellers’ Representative shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Sellers’ Representative that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the historical financial statements of the Company and consistent with the sample balance sheet calculation attached hereto as Exhibit B.

Closing Adjustment. Escrow Agent shall prepare a Closing statement on the basis set out above, and shall endeavor to deliver such computation to Purchaser and Seller at least two (2) business days prior to Closing.

Closing Adjustment. (a) At least three (3) Business Days prior to the Closing Date, Company shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth an estimated balance sheet of Company as of the Closing Date and including a good faith estimate (which estimate includes the following on both an aggregate basis of Company and, if applicable, on an individual basis of Company) of the: (i) Closing Indebtedness (the “Estimated Indebtedness”); (ii) Working Capital at Closing (the “Estimated Working Capital”); (iii) the Estimated Working Capital Adjustment (as determined in accordance with the Working Capital Principles); and (iv) the Estimated Closing Consideration resulting from the foregoing. The Estimated Closing Statement shall be prepared in accordance with the terms set forth in the Working Capital Principles. Except as otherwise provided in the definition of Working Capital Principles, Indebtedness or Cash, the Estimated Closing Statement shall be prepared in accordance with GAAP. The worksheets and data used by Company to prepare the Estimated Closing Statement shall be delivered to Purchaser concurrent with the delivery of the Estimated Closing Statement. Purchaser shall be afforded an opportunity to review and provide comments to the Estimated Closing Statement, and Company shall incorporate all reasonable comments of Purchaser on the Estimated Closing Statement. (b) If, as set forth in the Estimated Closing Statement, the Estimated Working Capital (i) exceeds the Target Working Capital, then the Estimated Closing Consideration will be increased, dollar-for-dollar, in an amount equal to such excess, or (ii) is less than the Target Working Capital, then the Estimated Closing Consideration will be decreased, dollar-for-dollar, in an amount equal to such shortfall (in either case, such adjustment, the “Estimated Working Capital Adjustment”) pursuant to Section 2.6.

Closing Adjustment. (A) At least five (5) Business Days before the Closing, the Company shall prepare and deliver to the Buyer a statement setting forth the Company’s good faith estimates of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness” and, together with the Estimated Closing Net Working Capital, the “Estimated Amounts”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital Statement”) and a calculation of Estimated Closing Net Indebtedness (the “Estimated Closing Net Indebtedness Statement”), and a certificate of the Chief Financial Officer of Company that the Estimated Closing Net Working Capital Statement and the Estimated Closing Net Indebtedness Statement were prepared in accordance with the definitions thereof. Not less than two (2) Business Days prior to the anticipated Closing Date, the Buyer shall notify the Company in the event that it disputes any aspect of the Estimated Amounts or the calculations thereof. Prior to the Closing Date, the Buyer and the Company shall negotiate in good faith to resolve any such dispute (or any aspect thereof). The amount so agreed following such negotiations (or as otherwise so agreed) shall be the Estimated Amounts for purposes of the Closing. If the Buyer and the Company are unable to resolve such dispute, the Estimated Amounts set forth in the Estimated Closing Net Working Capital Statement and the Estimated Closing Net Indebtedness Statement shall be the Estimated Amounts for the purposes of the Closing. (B) The difference between the Estimated Closing Net Working Capital and the Target Net Working Capital shall be referred to as the “Estimated Working Capital Surplus” in the event that the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, and the “Estimated Working Capital Deficit” in the event that the Estimated Closing Net Working Capital is less than the Target Net Working Capital. The “Closing Adjustment” shall be an amount equal to zero plus (i) the Estimated Working Capital Surplus, if any, minus (ii) the Estimated Working Capital Deficit, if any, plus (iii) the Estimated Closing Net Indebtedness (which may be a negative amount, and in which case it would be reduced). If ...

Closing Adjustment. At the Closing, and subject to Section 7.16(d), the AGCO Payment shall be adjusted in the following manner: (i) with respect to the Company Target Working Capital: (A) increase by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Working Capital is greater than the Company Target Working Capital; and (B) decrease by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Working Capital is less than the Company Target Working Capital; (ii) with respect to the Company Closing Cash and Company Closing Indebtedness: (A) increase by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Cash is greater than the Estimated Company Closing Indebtedness; and (B) decrease by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Indebtedness is greater than the Estimated Company Closing Cash; (iii) with respect to Company Closing Transaction Expenses: (A) decrease by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Transaction Expenses are greater than the Company Closing Transaction Expenses; and (B) increase by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Transaction Expenses are less than the Company Closing Transaction Expenses; (iv) with respect to the JCA Target Working Capital: (A) decrease by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Working Capital is greater than the JCA Target Working Capital; and (B) increase by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Working Capital is less than the JCA Target Working Capital; (v) with respect to the JCA Closing Cash and JCA Closing Indebtedness: (A) decrease by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Cash is greater than the Estimated JCA Closing Indebtedness; and (B) increase by fifteen percent (15%) multiplied by the amount of, if any, by which the Estimated JCA Closing Indebtedness is greater than the Estimated JCA Closing Cash; (vi) with respect to the JCA Closing Transaction Expenses: (A) decrease by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Transaction Expenses are greater than the Estimated JCA Closing Transaction Expenses; and (B) incr...