Closing Net Working Capital. (a) As soon as reasonably practicable following the Closing Date, and in any event within forty-five (45) days thereafter, Buyer shall prepare and deliver to Seller its determination of the Closing Net Working Capital, together with reasonably detailed supporting documentation, including Buyer’s calculation of the Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein (the “Buyer Closing Statements”).
Closing Net Working Capital. As promptly as practicable, but in any case no later than forty-five (45) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Sellers a closing statement (the “Closing Statement”) setting forth Purchaser’s calculation, calculated in accordance with the Accounting Principles, of (i) the Cash and Cash Equivalents (the “Closing Cash”), (ii) the amount of Indebtedness of the Companies and their Subsidiaries outstanding (“Closing Indebtedness”), (iii) the Other Adjustments (“Closing Other Adjustments”) and (iv) Net Working Capital (the “Closing Net Working Capital”), in each case as of the Closing Time.
Closing Net Working Capital. Parent shall agree in writing to the calculation of the Closing Net Working Capital.
Closing Net Working Capital. If the Target Net Working Capital exceeds the Closing Net Working Capital, the Cash Consideration portion of the Aggregate Purchase Price shall be reduced, dollar-for-dollar, by the amount by which the Target Net Working Capital exceeds the Closing Net Working Capital (after taking into effect any payments in respect of Estimated Closing Net Working Capital pursuant to Section 1.5(c)(ii) above), and such amount shall be payable to Buyer, dollar-for-dollar, out of the Escrow Funds. If the Target Net Working Capital is less than the Closing Net Working Capital, the Cash Consideration portion of the Aggregate Purchase Price shall be increased, dollar-for-dollar, by the amount by which the Closing Net Working Capital exceeds the Target Net Working Capital (after taking into effect any payments in respect of Estimated Closing Net Working Capital pursuant to Section 1.5(c)(ii) above), and such amount shall be paid by Buyer, dollar-for-dollar, to the Sellers. The adjustments referred to in Section 1.5(c) above and this Section 1.5(h) are referred to as the “Net Working Capital Adjustments.”
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Closing Net Working Capital. As promptly as practicable, but in any case no later than seventy-five (75) days after the Closing Date, Purchasers shall cause to be prepared and delivered to Sellers a closing statement (the "Closing Statement") setting forth Purchasers' calculation, calculated in accordance with Exhibit A hereto, of (i) the aggregate Cash and Cash Equivalents as of immediately prior to the Closing (the "Closing Cash"), (ii) the amount of aggregate Indebtedness of the Target Companies and their respective Subsidiaries outstanding as of immediately prior to the Closing ("Closing Indebtedness"), (iii) as of immediately prior to the Closing, the Other Adjustments ("Closing Other Adjustments") and (iv) as of immediately prior to the Closing, Net Working Capital (the "Closing Net Working Capital"). (d)
Closing Net Working Capital. Within 60 days after the Closing ---------------------------- Date, Buyer shall prepare and deliver to Seller a statement (the "Statement") --------- setting forth Net Working Capital as of the close of business on the business day preceding the Closing Date ("Closing Net Working Capital") certified by an --------------------------- officer of Buyer to the effect that the Statement has been prepared in accordance with the requirements of this Section 2(b). Closing Net Working Capital is to be calculated at fair value in accordance with generally accepted accounting principles. Inventories of the Business are to be valued at prevailing market prices as of the close of business on the business day preceding the Closing Date. Open purchase and sale contracts, including swaps, options and futures, are to be marked to market at prevailing market prices as of the close of business on the business day preceding the Closing Date.
Closing Net Working Capital. (i) At Closing, Seller shall deliver to Purchaser an estimated detailed unaudited balance sheet as of the Closing Date prepared in accordance with GAAP in good faith and consistent with past practices for the Company (the “Preliminary Closing Balance Sheet”), which Preliminary Closing Balance Sheet shall be accompanied by, among other things, an estimate of the Net Working Capital of the Company as of the Closing Date (“Closing Net Working Capital”), which must be reasonably acceptable to Purchaser. If the Closing Net Working Capital of the Company on the Preliminary Closing Balance Sheet is a negative amount (the “Preliminary Working Capital Shortfall”), the Closing Cash Consideration shall be reduced on a dollar-for-dollar basis equal to the amount of such Preliminary Working Capital Shortfall. If the Closing Net Working Capital of the Company on the Preliminary Closing Balance Sheet is a positive amount (the “Preliminary Working Capital Excess”), the Closing Cash Consideration shall be increased on a dollar-for-dollar basis equal to the amount of such Preliminary Working Capital Excess. Such adjustment (if any) to the Closing Cash Consideration shall remain subject to final determination pursuant to Section 2.4(b)(vi) and Section 2.4(b)(vii) below.
Closing Net Working Capital. The definition of “Closing Net Working Capital” set forth in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows (inserted wording is shown in bold and underlined):
Closing Net Working Capital. The Purchase Price payable hereunder shall be subject to an adjustment following the Closing Date in accordance with this Section 2.3 if and to the extent that SCWW’s Closing Net Working Capital Amount shall be less than $250,000. The Seller, CLW and SCWW shall cause SCWW's cash balances as of the Closing Date to be at least $400,000 less the $200,000 Seller’s receipt of cash referred to in this Section. “Closing Net Working Capital Amount” means the aggregate net working capital (current assets less cash less current liabilities) of the Company, taken together, immediately upon completion of the Closing. If the Closing Net Working Capital Amount is less than $250,000 (hereinafter, the “Net Working Capital Deficiency Amount”), GEM shall be entitled to adjust the Seller’s Note (with effect on the amount of the first Installment thereon) for the Net Working Capital Deficiency Amount. The Closing Balance Sheet at October 31, 2009 (the "Closing Balance Sheet") shall be prepared in accordance with GAAP; for purpose of the Closing Balance Sheet, GAAP excludes the cash required to service long term debt, which long term debt currently is characterized as a current liability of approximately $300,000 on SCWW’s balance sheet. Prior to Closing, SCWW shall have paid to Seller $200,000 in cash from the accounts of SCWW. As soon as reasonably practicable, but in no event later than 60 days after the Closing Date, the Purchaser will deliver to Seller a schedule (the “Closing Net Working Capital Schedule”) which shall include a calculation of the Closing Net Working Capital Amount. Upon receipt of Purchaser’s calculation of the Closing Net Working Capital Amount, Seller shall be permitted during the succeeding forty-five (45) day period (the “Review Period”) full access at all reasonable times to the books and records of the Company as Seller may reasonably request for the purpose of reviewing Purchaser’s calculation of the Closing Net Working Capital Amount. On or prior to the last day of the Review Period, Seller may object to Purchaser’s calculation of the Closing Net Working Capital Amount by delivering to Purchaser a written statement setting forth a reasonable basis for such objection (a “Statement of Objections”). If Seller fails to deliver a Statement of Objections within the Review Period, Purchaser’s calculation of the Closing Net Working Capital Amount shall be deemed to have been accepted by the Parties. If Seller delivers a Statement of Objections within the...
