Closing Adjustment Clause Samples
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Closing Adjustment. (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.
Closing Adjustment. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, Supervalu shall provide Purchaser with a statement setting forth its good-faith estimates of Cash, Working Capital and Indebtedness as of the Closing (the “Estimated Closing Statement”), and such schedules with respect to the determination thereof as Supervalu believes is reasonably necessary to support such Estimated Closing Statement, which shall be accompanied by a notice (the “Closing Notice”) that sets forth (i) Supervalu’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (ii) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section 2.7.
(b) The Closing Notice shall specify an amount (the “Closing Adjustment”), positive or negative, that shall be equal to (i) the amount of Cash set forth in the Estimated Closing Statement, plus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, less (iii) the Target Working Capital Amount, less (iv) the amount of Indebtedness set forth in the Estimated Closing Statement (it being understood that the amount of the Debt Financing will not be considered Indebtedness for purposes of the Closing Adjustment).
(c) The Estimated Closing Statement shall be prepared in accordance with the definitions of “Cash”, “Working Capital” and “Indebtedness” (as applicable and without duplication) set forth herein based on the Accounting Standard, applied consistently with their application in connection with the preparation of the Audited Financial Statements.
Closing Adjustment. Not later than the third (3rd) Business Day prior to the Closing Date, the Company shall prepare and deliver to Purchaser an estimated closing statement (the “Estimated Closing Statement”), setting forth the Company’s reasonable and good faith estimated calculation of: (i) the Working Capital of the Company as of immediately prior to the Closing, which shall be prepared in form and format set out in the pro forma example, which was prepared as of November 30, 2025, attached hereto as Schedule 2.03 (such estimate, the “Estimated Working Capital Amount”), and a calculation of the difference between the Estimated Working Capital Amount and the Working Capital Target, which amount may be positive, negative or zero (such calculation, the “Estimated Working Capital Adjustment Amount”), (ii) the Cash of the Company as of immediately prior to the Closing (such estimate, the “Estimated Closing Cash Amount”), (iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”), (iv) the Seller Transaction Expenses outstanding as of immediately prior to the Closing (such estimate, the “Estimated Seller Transaction Expense Amount”), (v) the Change of Control Payments unpaid as of immediately prior to the Closing (such estimate, the “Estimated Change of Control Payments”), and (vi) the resultant Estimated Net Purchase Price. The Estimated Closing Statement is to be prepared in accordance with the terms and definitions in this Agreement, and to the extent applicable the Specific Accounting Policies forming part of the Accounting Principles. “Accounting Principles” means: (1) the principles set forth on Exhibit B (the “Specific Accounting Policies”), (2) to the extent not inconsistent with such principles in clause (1), and only to the extent consistent with GAAP, the policies, principles, practices, and procedures used in the Audited Financial Statements dated December 31, 2024, and (3) finally, if not otherwise addressed in clauses (1) and (2), GAAP. In the event of conflict, (1) shall take precedence over (2) and (3), and (2) shall take precedence over (3). During the three- (3)-Business Day period prior to the Closing, Purchaser shall have the opportunity to review and provide comments on the Estimated Closing Statement, and the Company shall consider Purchaser’s comments in good faith.
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. (i) Peanuts Seller shall prepare and deliver to Purchaser, at least five (5) Business Days prior to the Closing Date, a written notice setting forth Peanuts Seller’s good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), which notice shall contain an estimated balance sheet of the Peanuts Business as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Estimated Working Capital. The calculation of the Estimated Working Capital shall be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies, procedures, classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end and calculated in the manner set forth in the template attached hereto as Exhibit J.
(ii) The Base Purchase Price shall be adjusted at Closing by an amount equal to (A) the sum of the Estimated Working Capital plus the Estimated Working Capital determined under the Strawberry Shortcake Transaction Agreement minus (B) the Target Working Capital (the “Closing Adjustment”). If the Closing Adjustment is a positive number, the Purchase Price shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Purchase Price shall be reduced by the amount by which the Target Working Capital exceeds the Estimated Working Capital. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
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. (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. 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...
Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: If the Impact Value is less than the Agreed Value, then the number of DSS Preferred Shares to be delivered to the Seller at Closing shall be adjusted downwards in accordance with the formula below. Number of DSS Preferred Shares to be delivered to the Seller at Closing = ($46,868,000 – (Agreed Value – Impact Value))/0.216). The number of DSS Common Shares to be delivered to the Seller at Closing will not change.