Estimated Net Working Capital Adjustment. Not later than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a written closing statement (the “Estimated Closing Statement”) setting forth (i) the good faith estimate of the Net Working Capital of the Company as of the Closing (the “Estimated Net Working Capital”), including the resulting Estimated Net Working Capital Overage (if any) or the Estimated Net Working Capital Shortage (if any), together with a reasonably detailed explanation of the calculation thereof, (ii) the good faith estimate of the Company Debt (including the amounts payable to each applicable Person) (the “Estimated Company Debt”), (iii) the good faith estimate of the Cash and Cash Equivalents as of the Closing (the “Estimated Closing Cash”), (iv) the good faith estimate of the Company Transaction Expenses (including the amounts payable to each applicable Person) (the “Estimated Company Transaction Expenses”), (v) Seller’s calculation of the Adjusted Purchase Price based on the Estimated Net Working Capital, the Estimated Company Debt, the Estimated Closing Cash, and the Estimated Company Transaction Expenses (the “Estimated Adjusted Purchase Price”), (vi) the portion of the Adjusted Purchase Price (less the Escrow Amount) to be paid to Seller, (vii) the portion of the Adjusted Purchase Price to be paid directly to the Optionholders, if any, (viii) the portion of the Adjusted Purchase Price to be paid directly to the RSU Holders, if any, and (ix) the portion of the Adjusted Purchase Price to be paid directly to the Warrant Holders, if any. A sample calculation of the Net Working Capital based on the Reference Balance Sheet is set forth in Annex G, solely for illustrative purposes. All calculations of Net Working Capital, including Estimated Net Working Capital, shall be determined in good faith in accordance with the terms of this Agreement and, unless otherwise specifically set forth in this Agreement, in accordance with GAAP on a basis consistent with the preparation of the Reference Balance Sheet. The effective time of the Closing for purposes of calculating the Estimated Net Working Capital and the Closing Net Working Capital shall be 11:59 P.M. Pacific Time on the Closing Date. The calculation of the Estimated Net Working Capital and the Closing Net Working Capital shall use the same methodology as the calculation of the sample calculation of the Net Working Capital as set forth on Annex G.
Estimated Net Working Capital Adjustment. The parties hereto agree that, on the Closing Date, the Net Working Capital of the Company should be not less than Six Million Dollars ($6,000,000) (the “Target Net Working Capital Value”). A statement setting forth the accounts constituting Target Net Working Capital Value and a description of the method used to calculate Target Net Working Capital Value is attached hereto as Exhibit B. Prior to the Closing Date, Seller shall have prepared and delivered to Purchaser a statement setting forth an estimate of the Net Working Capital of the Company as of the Closing Date (the “Estimated Net Working Capital Value”). The Estimated Net Working Capital Value shall include the same accounts as set forth in Exhibit B, and shall be performed using GAAP and the same principles, practices and procedures used in preparing the calculation of Target Net Working Capital Value. If the Estimated Net Working Capital Value is less than the Target Net Working Capital Value, then such difference shall be referred to as the “Estimated Net Working Capital Deficiency.”
Estimated Net Working Capital Adjustment. 3.8.1 For the purpose of determining the Cash Amount, two (2) Business Days prior to the Closing Date, Parent shall cause to be prepared and delivered to LMC a statement setting forth a good faith estimate of the Net Working Capital (the "Estimated Net Working Capital") and the components thereof as of the Closing Date, together with a certificate from the principal financial officer of Parent stating that the Estimated Net Working Capital has been calculated in accordance with GAAP (excluding footnotes and normal year-end adjustments) and in accordance with the methods, principles and classifications used in preparing the Interim Balance Sheet included in the Financial Statements.
Estimated Net Working Capital Adjustment. At least five (5) Business Days before Closing, Parent shall deliver to PESI a balance sheet representing Parent’s good faith estimate of the consolidated balance sheet of the Company and the Company Subsidiaries as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Closing Balance Sheet”), which shall include the estimated net working capital of the Company as of the Closing Date (the “Estimated Net Working Capital Amount”). The Estimated Closing Balance Sheet and the calculations of the Estimated Net Working Capital Amount shall be determined pursuant to GAAP, except as otherwise provided in this Section 1.4. If the Estimated Net Working Capital Amount, as stated in and calculated in accordance with the Estimated Closing Balance Sheet, is greater than $10,500,000, then the Initial Cash Consideration to be paid to Parent at Closing pursuant Section 1.3.1(a) will be increased by such excess amount (such amount, the “Estimated Net Working Capital Surplus”). If the Estimated Net Working Capital Amount is less than $9,500,000, then the Initial Cash Consideration to be paid to Parent at Closing pursuant Section 1.3.1(a) will be decreased by such deficiency (such amount, the “Estimated Net Working Capital Deficiency”). The Estimated Closing Balance Sheet of the Company shall be subject to the reasonable approval of PESI. For purposes of this Agreement:
Estimated Net Working Capital Adjustment. The Company has prepared, in good faith, an estimated consolidated balance sheet of the Company and its Subsidiaries as of a date no later than the close of business on the Business Day prior to the Closing Date, in form and substance reasonably acceptable to Parent and the Company (the “Estimated Closing Balance Sheet”), and a statement which shall set forth estimates of the Net Working Capital Amount (the “Estimated Net Working Capital Adjustment Statement”) and the resulting Net Working Capital Adjustment, if any (the “Estimated Net Working Capital Adjustment”). The Company has prepared such Estimated Closing Balance Sheet and Estimated Net Working Capital Adjustment Statement in accordance with GAAP using, to the extent consistent with GAAP, the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the balance sheet of the Company for the period ended December 31, 2007 and did not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting from the Merger or the other Transactions (the “Applicable Principles”). The Aggregate Initial Consideration Amount to be delivered by Parent at the Closing pursuant to Section 3.2 shall be changed by the amount of the Estimated Net Working Capital Adjustment, which change shall be an increase if the Estimated Net Working Capital Adjustment is a positive number and which change shall be a decrease if the Estimated Net Working Capital Adjustment is a negative number. The Estimated Closing Balance Sheet and Estimated Net Working Capital Adjustment shall be accepted for purposes of determining the amount of cash payable at the Closing, but shall not affect the rights of the Parties to dispute the Closing Balance Sheet as provided in Sections 3.6(e), (f) and (g).
Estimated Net Working Capital Adjustment. Not more than ten (10) Business Days prior to the Closing Date, Seller shall deliver to Purchaser its good faith estimate of Net Working Capital as of the Closing Date (the “Estimated Net Working Capital Amount”), together with a reasonably detailed explanation of the calculation thereof, prepared in accordance with the Net Working Capital Principles. The Estimated Net Working Capital Amount may be positive or negative. The effective time for purposes of calculating the Estimated Net Working Capital Amount and the Closing Net Working Capital Amount shall be 11:59 p.m. New York City time on the Closing Date. If the Estimated Net Working Capital Amount would otherwise exceed $17.5 million, and Purchaser provides a written objection to Seller not later than ten (10) Business Days prior to the date of the first installment under Section 2.06(d)(i) stating Purchaser’s good faith view that the Estimated Net Working Capital Amount is overstated, then the Estimated Net Working Capital Amount shall be deemed equal to $17.5 million.
Estimated Net Working Capital Adjustment. Prior to the date of this Agreement, Seller has delivered to Buyer the statement attached hereto as Exhibit F (the “Estimated Net Working Capital Statement”), setting forth Seller’s good faith calculation, together with reasonably detailed supporting documentation, of estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the components thereof. Seller represents to Buyer that the Estimated Net Working Capital Statement and the calculations thereunder were prepared and calculated by Seller in good faith.
Estimated Net Working Capital Adjustment. (a) Within ten (10) Business Days of the Closing Date, and in no event less than two (2) Business Days before the Closing Date, the Company shall deliver to Acquiror an estimate of the Net Working Capital (as defined below) of the Company and its Subsidiaries as of the Closing Date (the “Estimated Closing Date Net Working Capital”).
Estimated Net Working Capital Adjustment. No later than five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to SpinCo and Parent a written report setting forth the Company’s good faith estimate of the Net Working Capital as of the Cut-Off Time (such estimate, the “Estimated Net Working Capital”), prepared in conformity with the requirements of this Agreement and together with reasonable supporting documentation. The Company will reasonably cooperate with Parent and its Representatives in connection with their review of such written report, including by (i) providing information reasonably necessary or useful in connection with their review of the written report as reasonably requested by Parent, (y) reasonably considering in good faith any revisions to such written report proposed by Parent and (z) revising such written report to reflect any changes mutually agreed by the Company, SpinCo and Parent; provided that no comments provided by Parent shall provide a basis for any delay in the Closing, or shall require any changes to the written report of the Estimated Net Working Capital (or the calculations therein) unless agreed to by the Company.
Estimated Net Working Capital Adjustment. Not later than three (3) Business Days prior to the anticipated Closing, the Company shall deliver to Purchaser a written closing statement (the “Estimated Closing Statement”) setting forth (i) the good faith estimate of the Net Working Capital of the Company as of the Closing (the “Estimated Net Working Capital”), including the resulting Estimated Net Working Capital Overage (if any) or the Estimated Net Working Capital Shortage (if any), together with a reasonably detailed explanation of the calculation thereof, (ii) the Company Debt, (iii) the good faith estimate of the Cash and Cash Equivalents as of the Closing Date (the “Estimated Closing Cash”), (iv) the Company Transaction Expenses (including the amounts payable to each applicable Person) to be paid as of the Closing or upon the occurrence of any additional or subsequent event following the Closing, (v) the portion of the Purchase Price (less the Escrow Amount) to be paid to each Seller, (vi) the portion of the Escrow Amount allocated to each Seller and (vii) the portion of the Purchase Price to be paid to each Optionholder. A sample calculation of the Net Working Capital based on the Reference Balance Sheet is set forth in Annex B. The Estimated Net Working Capital shall be determined in good faith and in accordance with GAAP on a basis consistent with the preparation of the Reference Balance Sheet. The effective time of the Closing for purposes of calculating the Estimated Net Working Capital and the Closing Net Working Capital shall be 11:59 p.m. on the Closing Date. The calculation of the Estimated Net Working Capital and the Closing Net Working Capital shall use the same methodology as the calculation of the sample calculation of the Net Working Capital as set forth on Annex B.
