Closing Adjustment Clause Samples
POPULAR SAMPLE Copied 8 times
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. (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 2.05(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 the outstanding Indebtedness of the Company as of the close of business on the Closing Date (which shall in no event be an amount less than the amounts paid by the Buyer pursuant to Section 2.04(c)(i)(A)); and
(C) a decrease by the amount of unpaid Transaction Expenses of the Company and/or the Sellers as of the close of business on the Closing Date (which shall in no event be an amount less than the amounts paid by the Buyer pursuant to Section 2.04(c)(i)(B)). The net amount after giving effect to the adjustments listed above in this 2.05(a) shall be the “Closing Date Payment”.
(ii) Buyer acknowledges receipt of a statement setting forth Seller Representative’s good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement contains 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”). The Sellers represent and warrant that the Estimated Closing Working Capital Statement was prepared in accordance with the Accounting Principles.
Closing Adjustment. (i) At least three Business Days before the Closing, the Agent shall, on behalf of the Contributors, prepare and deliver to Beneficiary 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 Finesco and Scomedica 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 Officers of Finesco and Scomedica that the Estimated Closing Working Capital Statement was prepared in accordance with French 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 Target Working Capital Amount, as shown on Exhibit D attached hereto.
(ii) The “Closing Adjustment” shall be an amount equal to the Estimated Closing Working Capital compared to a range of €1,100,000 to €1,300,000 target working capital (the “Target Working Capital”) as follows. The calculation of the Target Working Capital is set forth on Exhibit D attached hereto. If the Estimated Closing Working Capital exceeds €1,300,000, the Closing Adjustment will be a positive number equal to Estimated Closing Working Capital minus €1,300,000 and the Initial Contribution Amount shall be increased by the amount of the Closing Adjustment. If the Estimated Closing Working Capital is lower than €1,100,000, the Closing Adjustment will be a negative number equal to the Estimated Closing Working Capital minus €1,100,000 and the Initial Contribution Amount shall be reduced by the amount of the Closing Adjustment. If the Estimated Closing Working Capital is an amount between €1,100,000 and €1,300,000, the Closing Adjustment will be equal to €0. By way of example only, if the Closing Adjustment amount is €100,000, then the Initial Contribution Amount will equal €7,100,000; if the Closing Adjustment amount is negative €100,000, then the Initial Contribution Amount will equal €6,900,000.
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. (i) 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”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without otherwise giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”) such Estimated Closing Working Capital Statement having been prepared using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used to establish Target Working Capital of the Company as modified by the Closing Working Capital Methodology.
(ii) The “Estimated Closing Adjustment” shall be the amount by which Estimated Closing Working Capital is more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) greater or less than Target Working Capital. There will be no Estimated Closing Adjustment if Estimated Closing Working Capital is greater than Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00) (the “Minimum Working Capital Amount”) but less than One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) (the “Maximum Working Capital Amount”) and the Estimated Closing Adjustment shall be equal to the amount (if any) by which Estimated Working Capital is less than the Minimum Working Capital Amount or exceeds the Maximum Working Capital Amount. In addition, for the avoidance of doubt, the calculation of Target Working Capital shall exclude cash, while the calculation of Closing Working Capital will include cash, in the computation of Current Assets.
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. (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. 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. 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 Unadjusted Purchase Price shall be adjusted by the following amounts in the following manner (without duplication):
(i) increased by the Estimated Closing Cash Amount (as determined in accordance with Section 2.3(a));
(ii) either (A) increased by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.3(a)) exceeds the Target Working Capital, or (B) decreased by the amount, if any, by which the Target Working Capital exceeds the Estimated Closing Working Capital (as determined in accordance with Section 2.3(a));
(iii) decreased by the amount, if any, of Estimated Closing Outstanding Indebtedness (as determined in accordance with Section 2.3(a));
(iv) decreased by the amount, if any, of the Estimated Unpaid Transaction Expenses (as determined in accordance with Section 2.3(a)); and
(v) decreased by the sum of the Capital Expenditure Shortfall Amount, if any, plus the Marketing Expenditure Shortfall Amount, if any, plus the Equipment Subsidy Shortfall Amount, if any (each as determined in accordance with Section 2.3(a)). The net amount resulting from the adjustments of the Unadjusted Purchase Price as set forth in this Section 2.3(b) shall be referred to herein as the “Estimated Purchase Price;” provided, however, that in the event the net amount resulting from such adjustments of the Unadjusted Purchase Price set forth above is less than the Adjustment Threshold Amount (in either direction) then the Estimated Purchase Price shall be deemed to be the Unadjusted Purchase Price and no adjustments to the Unadjusted Purchase Price shall be made pursuant to this Section 2.3(b).