Final Net Working Capital Adjustment. Within ten (10) days of the determination of the Final Net Working Capital:
Final Net Working Capital Adjustment. Within five (5) Business Days after the final determination of the Closing Schedule, or the failure of the Seller to submit a timely Protest Notice in respect of the Closing Date Net Working Capital: (A) if the Closing Date Net Working Capital is less than the Estimated Net Working Capital, then the Seller shall pay (or cause to be paid) the amount of such difference to the Buyer by wire transfer of immediately available funds to the bank account(s) specified by the Buyer, or (B) if the Closing Date Net Working Capital is greater than the Estimated Net Working Capital, then the Buyer shall pay (or cause to be paid) to the Seller the amount of such difference by wire transfer of immediately available funds to the bank account(s) specified by the Seller. All payments made pursuant to this Section 2.2(c) shall be treated by all Parties as an adjustment to the Purchase Price.
Final Net Working Capital Adjustment. The parties hereto hereby covenant and agree that following the Closing, the Preliminary Purchase Price shall be subject to the procedures and adjustments set forth in this Section 2.07 and Section 2.08 in order to determine the final Purchase Price.
Final Net Working Capital Adjustment. Within five (5) Business Days after the final determination of the Final Net Working Capital Statement, or the failure of Seller to submit a timely Protest Notice: (i) if the Final Net Working Capital is less than the Estimated Net Working Capital, then Seller shall pay to Buyer the amount of such difference by wire transfer of immediately available funds to the bank account(s) specified by Buyer, or (ii) if the Final Net Working Capital is greater than the Estimated Net Working Capital, then Buyer shall pay to Seller the amount of such difference by wire transfer of immediately available funds to the bank account(s) specified by Seller.
Final Net Working Capital Adjustment. (a) Within one hundred and fifty (150) days following the Effective Time, Evita will prepare and deliver to Xxxxxx a certificate computed in a manner consistent with Exhibit F, signed by Evita's Chief Financial Officer, including (x) an unaudited balance sheet of Xxxxxx Sub as of the Effective Time prepared in accordance with GAAP (except (i) for the absence of footnotes and year-end audit adjustments, (ii) with respect to accounts receivables, only Gross AR collected and received by Evita between the Effective Time and the date one hundred and twenty (120) days following the Effective Time ("Collected Gross AR") and all Xxxxx Xxxxx AR will be included on the balance sheet (with no reserve applied to such Collected Gross AR or the Xxxxx Xxxxx AR), (iii) no Gross AR other than the Collected Gross AR and the Xxxxx Xxxxx AR will be included on the balance sheet and (iv) with respect to AP, only (A) AP paid by Evita or Evita Sub between the Effective Time and the date one hundred and twenty (120) days following the Effective Time and (B) outstanding and unpaid AP as of the date one hundred and twenty (120) days following the Effective Time for which Gross AR associated with such AP has been collected and received by Evita or Evita Sub on or before the date one hundred and twenty (120) days following the Effective Time shall be included on the balance sheet (the "Closing Date Balance Sheet"), and (y) a reasonably detailed calculation of the Net Working Capital of Xxxxxx Sub as of the Effective Time based on the Closing Date Balance Sheet including supporting documentation with respect thereto (such statement being the "Final Net Working Capital Statement" and such amount, which amount shall include the amount of any Net Working Capital Deficit contributed to Xxxxxx Sub pursuant to Section 2.10 hereof, being the "Final Net Working Capital Amount"). Upon determination of the Final Net Working Capital Amount pursuant to Section 2.11(a) above:
Final Net Working Capital Adjustment. 2.5.1 Within 30 days after the Closing Date, Purchaser shall deliver to Sellers (i) a balance sheet of the Business as of 12:01 a.m. Portland, Oregon time on the Closing Date (the “Closing Balance Sheet”), which shall be prepared in accordance with the provisions of this Agreement, GAAP, and the Sample Calculation, and (ii) based on the Closing Balance Sheet, a calculation of the proposed final Net Working Capital as of the Closing Date (the “Proposed Final Net Working Capital”), plus Purchaser’s proposed adjustment, if any, to the Purchase Price in accordance with this Section 2.5 (the “Proposed Final Net Working Capital Adjustment”), which shall be calculated in a manner consistent with the Sample Calculation and the Working Capital Range as more particularly described in this Section 2.5. Sellers shall give Purchaser full and timely access to financial and accounting information and other documentation of Sellers so that Purchaser can calculate the Proposed Final Net Working Capital.
Final Net Working Capital Adjustment. Within five (5) business days after determination of the Final Net Working Capital Adjustment, Buyer or Sellers, as the case may be, shall pay to the other the amount by which the Purchase Price, as adjusted by the Final Net Working Capital Adjustment, is greater or less than the Purchase Price as adjusted by the Preliminary Net Working Capital Adjustment (such difference being the “Closing Purchase Price Reconciliation”). If the Closing Purchase Price Reconciliation is positive, Buyer shall promptly pay such difference to Sellers. If the Closing Purchase Price Reconciliation is negative, Sellers shall promptly pay such difference to Buyer.
Final Net Working Capital Adjustment. If the Final Closing Date Working Capital is less than the Estimated Closing Date Working Capital, then the Sellers shall promptly, but in any event within five (5) Business Days, pay such difference to Buyer in cash by wire transfer of immediately available funds to the account designated by Buyer. If the Final Closing Date Working Capital is greater than the Estimated Closing Date Working Capital, Buyer shall promptly, but in any event within five (5) Business Days, pay such excess to the Sellers in cash by wire transfer of immediately available funds to the accounts designated by the Sellers.
Final Net Working Capital Adjustment. Within five (5) Business Days after the final determination of the Closing Date Balance Sheet and the Closing Schedule, or the failure of the Sellers or the Buyer to submit a timely Protest Notice: (A) if the Closing Date Net Working Capital is less than the Estimated Net Working Capital, then the Sellers shall cause to be paid to the Buyer the amount of such difference (taking into account any Interim Payments already made) (such deficiency, the “Closing Date Net Working Capital Deficit”) by wire transfer of immediately available funds to the bank account specified by the Buyer, or (B) if the Closing Date Net Working Capital is greater than the Estimated Net Working Capital, then the Buyer shall pay to the Sellers the amount of such Closing Date Net Working Capital Surplus (taking into account any Interim Payments already made) (such excess, the “Closing Date Net Working Capital Surplus”) by wire transfer of immediately available funds to the bank account specified by the Sellers. Such payments shall include interest from and including the Closing Date, up to, but excluding, the date of payment at the rate of nine percent (9%) per annum, compounded annually. All payments made pursuant to this Section 2.2(c) shall be treated by all Parties as an adjustment to the Purchase Price.
Final Net Working Capital Adjustment. 3.9.1 Within forty-five (45) calendar days after the Closing Date, LMC shall cause to be prepared and delivered to Parent a statement (the "Net Working Capital Statement") setting forth the Net Working Capital and the components thereof as of the Closing Date, together with a certificate from the principal financial officer of LMC stating that the Estimated Net
