Closing Date Adjustment Clause Samples
The Closing Date Adjustment clause defines how and when the scheduled closing date of a transaction can be changed. Typically, this clause outlines specific circumstances—such as delays in obtaining regulatory approvals or satisfying contractual conditions—that may justify moving the closing date forward or backward. By establishing a clear process for adjusting the closing date, this clause helps prevent disputes and ensures both parties can accommodate unforeseen delays without breaching the agreement.
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Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), which shall set forth a good faith estimate of (i) the Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Cash and Cash Equivalents”), (ii) the Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Indebtedness”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the Working Capital of the Company and the Company Subsidiaries as of the Closing (the “Estimated Closing Working Capital”). The Estimated Closing Statement shall be prepared in a manner consistent with (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (B) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to obtain work papers from Seller, the Company and the Company Subsidiaries pertaining to or used in connection with the preparation of the Estimated Closing Statement and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses as reflected in the Estimated Closing Statement sh...
Closing Date Adjustment. (a) Following Closing, Parent and the Shareholder Representative shall determine and agree on, following the procedures described in subsections (d), (e), (f) and (g) of this Section 7.4, (i) the Company's Adjusted Liabilities and (ii) its consolidated total current assets as of the Closing Date determined in accordance with GAAP ("Adjusted Current Assets").
(b) If the excess of the Company's Adjusted Liabilities over its Adjusted Current Assets (the "Liability Excess") is less than the Threshold, the aggregate Merger Consideration shall be increased by an amount equal to the Threshold less the Liability Excess. If the Liability Excess is more than the Threshold, the aggregate Merger Consideration shall be reduced by an amount equal to the Liability Excess less the Threshold. In either case, this adjustment shall be made in accordance with Section 7.6.
(c) As used in this Section 7.4, "Threshold" means $4,340,000 (including no more than $90,000 in capital expenditures since June 1, 2007). To the extent that the sum of (i) the Merger Consideration payable under Section 2.4(e) and (ii) the amounts payable pursuant to Section 2.5(h) in respect of Company Stock Options exceeds $54,350,000, the Threshold shall be reduced dollar-for-dollar by the amount of the excess.
Closing Date Adjustment. 2.8.1 The Arrangement Consideration, being $419,000,000, has been determined on the basis that the Company as at the Closing Date will have (i) Working Capital of $14,545,257 (the “Target Working Capital”), (ii) no Cash, and (iii) no Indebtedness, and will be adjusted in accordance with this Section 2.8.
2.8.2 No later than 45 days after the Closing Date, the Purchaser will prepare and deliver to the Shareholder Representative a draft statement (the “Closing Statement”) setting out:
2.8.2.1 by separate line-item, as at the Closing Date, (a) Working Capital, and (b) Net Indebtedness (including indicating any changes from the Estimated Net Indebtedness);
2.8.2.2 the Arrangement Consideration as decreased by the Estimated Net Indebtedness, (the “Estimated Arrangement Consideration”);
2.8.2.3 the amount of the Estimated Arrangement Consideration (a) as decreased by any amount the Target Working Capital exceeds the Working Capital as at the Closing Date, (b) as increased by any amount the Working Capital as at the Closing Date exceeds the Target Working Capital, (c) as decreased by any amount the Net Indebtedness as at the Closing Date exceeds the Estimated Net Indebtedness, and (d) as increased by any amount the Estimated Net Indebtedness exceeds the Net Indebtedness as at the Closing Date (the “Final Arrangement Consideration”). During the period from the date of delivery of the draft Closing Statement until the date no later than 15 days thereafter, the Purchaser will give the Shareholder Representative reasonable access to the working papers used to create the draft Closing Statement. If the Shareholder Representative does not give a notice of objection in accordance with Section 2.9, the Common Shareholders will be deemed to have accepted the draft Closing Statement which will be final and binding on the Parties.
2.8.3 Once finally determined in accordance with Section 2.8.2 or 2.9, as the case may be, if (i) the Estimated Arrangement Consideration exceeds the Final Arrangement Consideration by at least $5,000, then the Common Shareholders will pay to the Purchaser the amount of the difference between the Estimated Arrangement Consideration and the Final Arrangement Consideration on a dollar-for-dollar basis in accordance with the Plan of Arrangement and (ii) the Final Arrangement Consideration exceeds the Estimated Arrangement Consideration by at least $5,000, then the Purchaser will pay each Common Shareholder its Pro Rata Portion of the amount of the di...
Closing Date Adjustment. Not more than five (5) Business Days, but in no event less than one (1) Business Day, prior to the Closing Date, the Company shall prepare and deliver to Parent good faith estimates and reasonably detailed computations of Company Cash and Cash Equivalents; provided, however, that such amount will be reduced by the aggregate amount of Cash and Cash Equivalents paid by the Company or any Company Subsidiary pursuant to Section 2.12(a) ("Estimated Company Cash and Cash Equivalents"), the Tax Benefit Amount ("Estimated Tax Benefit Amount"), Company Working Capital ("Estimated Company Working Capital"), Company Fees and Expenses that will remain unpaid immediately prior to the Effective Time ("Estimated Company Fees and Expenses"), Indebtedness for Borrowed Money of the Company and the Company Subsidiaries that will remain unpaid immediately prior to the Effective Time; provided, however, that such amount will be reduced by the aggregate amount of Indebtedness for Borrowed Money paid by the Company or any Company Subsidiary pursuant to Section 2.12(a) ("Estimated Indebtedness for Borrowed Money") and Current Income Taxes that will remain unpaid immediately prior to the Effective Time ("Estimated Current Income Taxes"), each calculated in accordance with their respective definition herein, and, to the extent applicable, the Accounting Principles. The computations of the Estimated Adjustment Items calculated in accordance with this Section 2.7(a), absent manifest mathematical error, shall be conclusive for purposes of determining the Adjustment Items to be included in the calculation of the Closing Date Merger Consideration payable at the Closing, but shall be subject to adjustment after the Closing pursuant to this Section 2.7.
Closing Date Adjustment. The Purchase Price shall be decreased (the ----------------------- "Closing Date Adjustment") by (i) the amount, if any, that the current assets ------------------------ included in the Business and Assets on the Closing Date are more than $500,000 less than current assets (excluding the Excluded Assets) shown on the balance sheet of the Business dated as of June 8, 1997, previously delivered to Buyer (the "May Statement"), and (ii) by the unearned revenue and advance payments of ------------- the Business on the Closing Date. As used in this Section 6.10, "current assets" shall mean the current assets of the Business transferred as part of the Assets to Buyer on the Closing Date. The Closing Date Adjustment shall be made in accordance with the following procedures:
Closing Date Adjustment. The Parties acknowledge that the Purchase Price being paid to the Seller pursuant to Section 3.2 is based on the assumption that the Net Working Capital of the Company Group shall be equal to $6,000,000 (the “Assumed Net Working Capital”). The Parties agree that (i) if the estimated Net Working Capital as reflected on the Estimated Closing Statement (the “Estimated Net Working Capital”) is less than the Assumed Net Working Capital, then the difference between the Assumed Net Working Capital and the Estimated Net Working Capital shall constitute the “Estimated Working Capital Deficit”; and (ii) if the Estimated Net Working Capital is greater than the Assumed Net Working Capital, then the difference between the Estimated Net Working Capital and the Assumed Net Working Capital shall constitute the “Estimated Working Capital Surplus.” The Closing Date Payment shall include an adjustment to the Purchase Price to reflect the Estimated Working Capital Deficit or the Estimated Working Capital Surplus, as the case may be.
Closing Date Adjustment. The Interplay Purchase Price will be subject to adjustment in accordance with the following: at least five business days before the Closing, Interplay will prepare and deliver to Buyer a balance sheet of the Company as of the end of the month preceding the Closing Date, with certain pro-forma accruals described below (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet will be prepared in accordance with GAAP, will include proper accruals (including for all of the Company employees' vacation time and royalties) and reserves for liabilities and/or expenses incurred as of the end of the month preceding the Closing Date, and will include an accrual for the payroll for the Company employees and other monthly expenses (including rent, utilities and contractors) through the Closing Date. If the Working Capital reflected on the Closing Balance Sheet exceeds $0, the Interplay Purchase Price will be increased by the amount of such excess, and if the Working Capital reflected on the Closing Balance Sheet is a less than $0, the Interplay Purchase Price will be reduced by the amount of such deficiency (the amount of such increase or decrease, as applicable, is the "CLOSING DATE ADJUSTMENT").
Closing Date Adjustment. At the Closing, the Closing Date Balance described in Section 2.2(c)(ii) will be adjusted dollar-for-dollar as set forth in this Section 2.4(a):
Closing Date Adjustment. (i) At the Closing, the Cash Price will be adjusted dollar-for-dollar as set forth in this Section 1.01(b). Not less than ten (10) business days prior to the Closing Date, the Company will, in accordance with GAAP, using the process identified in the Working Capital Computation exhibit attached hereto as Exhibit A, estimate the Company’s Working Capital as of the close of business on the day immediately preceding the Closing Date, consistent with the Company’s historical practices, and deliver to the Buyer a certificate, signed by the chief financial officer of the Company, setting forth the calculation thereof. The amount of Working Capital as estimated pursuant to this Section 1.01(b)(i) is referred to herein as “Estimated Working Capital.” The Actual Working Capital and the Estimated Working Capital shall treat the Shareholder Loans as having been repaid and shall credit the aggregate amount of the Shareholder Loans as a current asset, without duplication. In the event the Buyer objects to the calculation of Estimated Working Capital, the Shareholders’ Representative and the Buyer, and their respective representatives, shall resolve such objection prior to Closing in a mutually agreeable manner.
(ii) At the Closing: (A) if Estimated Working Capital is less than Target Working Capital, then the Cash Price will be decreased by the amount of such deficiency; and (B) if Estimated Working Capital is greater than Target Working Capital, then the Cash Price will be increased by the amount of such excess.
Closing Date Adjustment. (a) Within 60 days after the Closing Date, Purchaser will prepare and deliver to Datek a balance sheet of Ameritrade Canada as of the Closing Date (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall (i) be prepared in accordance with GAAP (subject to the exceptions described in Section 1.3(a)(i) of the disclosure schedule delivered by Ameritrade to Purchaser concurrently with the execution and delivery of this Agreement (the “Ameritrade Disclosure Schedule”)), applied on a basis consistent with the preparation of the Ameritrade Canada Financial Statements, (ii) reflect the accruals set forth in Section 1.3(a)(ii) of the Ameritrade Disclosure Schedule and (iii) be accompanied by a statement showing the Closing Date Net Tangible Book Value and the Targeted Closing Date Net Tangible Book Value, in each case based on the Closing Date Balance Sheet (the “Calculations”). Ameritrade and Datek will assist and cooperate with Purchaser in the preparation of the Closing Date Balance Sheet, including by providing Purchaser and TD with reasonable access to any relevant personnel, books and records related to Ameritrade Canada that are in Ameritrade’s or Datek’s possession.
(b) Following the delivery by Purchaser to Datek of the Closing Date Balance Sheet and the Calculations, Datek shall have a period of 30 days in which to review the Closing Date Balance Sheet and the Calculations. Datek and its accountants shall be provided with reasonable access to the work papers of Purchaser and its accountants and to the books and records of Ameritrade Canada in connection with such review. In the event that Datek determines that any of the Closing Date Balance Sheet and/or either of the Calculations have not been prepared in compliance with the applicable requirements of Section 1.3(a) (taking into account (i) the various enumerated items in clauses (i) through (iii) of Section 1.3(a) and (ii) the defined terms contained therein), Datek shall, on or before the last day of such 30-day period, inform Purchaser in writing of such determination (the “Objection”), setting forth in reasonable detail a specific description of the basis of the Objection, the adjustments to the Closing Date Balance Sheet which Datek believes should be made, and, if different from Purchaser’s calculation thereof, Datek’s calculation of the Calculations, and Datek shall be deemed to have accepted any items not specifically disputed in the Objection. Failure to so notify Purchaser shall...