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 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 least three (3) Business Days before the Closing, Quiksilver 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, valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, valuation and estimation methodologies that were used in the preparation of the Sample Closing Working Capital Schedule (the “Working Capital Standard”). Quiksilver’s good faith calculation of Estimated Closing Working Capital contained in the Estimated Closing Working Capital Statement will be made available for the review of Buyer and, if Buyer or its Representatives identify any material errors or gross inaccuracies in connection with their review of the Estimated Closing Working Capital Statement, Buyer will within two (2) Business Days of receipt of the Estimated Closing Working Capital Statement notify Quiksilver of such material errors or gross inaccuracies and Quiksilver will cooperate in good faith to address any such errors or gross inaccuracies. Following the delivery of the Estimated Closing Working Capital Statement, Buyer and Buyer’s accountants shall have reasonable access to the books and records of the Company, the personnel of, and work papers prepared by, Quiksilver and/or Quiksilver’s accountants to the extent that they relate to the Estimated Closing Working Capital Statement and to such historical financial information (to the extent in Quiksilver’s or the Company’s possession) relating to the Estimated Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Estimated Closing Working Capital Statement, provided that such access shall be in a manner that does not interfere with the normal...

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 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. (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 Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated 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 Working Capital is less than the Target Working Capital; (B) a decrease by the outstanding Indebtedness of the Company as of the open of business on the Closing Date as reflected on the Closing Indebtedness Certificate; (C) a decrease by the amount of unpaid Transaction Expenses of the Company as of the open of business on the Closing Date as reflected on the Closing Transaction Expenses Certificate; and (D) a decrease by the sum of the Purchase Price Adjustment Escrow Amount plus the Indemnification Escrow Amount plus the PPP Escrow Amount, which PPP Escrow Amount shall be subject to reduction in accordance with Section 5.16. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three Business Days before the Closing, the Company shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Working Capital”), which statement shall contain a calculation of Estimated Working Capital in the form attached as Exhibit D hereto (the “Estimated Working Capital Statement”). At the Closing, the Company will also deliver a certificate of the Chief Financial Officer of the Company required by Section 7.02(h).

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. (i) At the Closing, the Cash Payment portion of 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 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; and (C) a decrease by the amount of unpaid Transaction Expenses of the Company as of the close of business on the Closing Date, including, without limitation, any Transaction Expenses incurred or committed to but not yet due). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.” (ii) At least three (3) 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”) 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 Audited 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.