Common use of Final Working Capital Adjustment Clause in Contracts

Final Working Capital Adjustment. (A) As promptly as practicable, but in no event later than 42 days following the Closing Date, Seller shall, subject to Section 2(d)(viii) below, cause the following to be prepared and delivered to Buyer: (i) an audited Closing Balance Sheet, together with an audit report thereon by a “big four” independent accounting firm hired by Seller (“Seller’s Accountant”), prepared in accordance with GAAP, (ii) a statement based on the audited Closing Balance Sheet which sets forth in detail a calculation of the Closing Working Capital of the Division as of the Closing Date, and (iii) detailed schedules describing any changes between the Preliminary Working Capital Adjustment and the Final Working Capital Adjustment. Buyer shall render all reasonable assistance requested by Seller in connection with the preparation and audit of the audited Closing Balance Sheet.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Roxio Inc)

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Final Working Capital Adjustment. (A) As promptly as practicable, but in no event later than 42 days following the Closing Date, Seller shall, subject to Section 2(d)(viii) below, cause the following to be prepared and delivered to Buyer: (i) an audited Closing Balance Sheet, together with an audit report thereon by a "big four" independent accounting firm hired by Seller ("Seller’s 's Accountant"), prepared in accordance with GAAP, (ii) a statement based on the audited Closing Balance Sheet which sets forth in detail a calculation of the Closing Working Capital of the Division as of the Closing Date, and (iii) detailed schedules describing any changes between the Preliminary Estimated Working Capital Adjustment and the Final Working Capital Adjustment. Buyer shall render all reasonable assistance requested by Seller in connection with the preparation and audit of the audited Closing Balance Sheet.

Appears in 1 contract

Samples: Asset Purchase Agreement (Roxio Inc)

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Final Working Capital Adjustment. (A) As promptly as practicable, but in no event later than 42 days following the Closing Date, Seller shall, subject to Section 2(d)(viii) below, cause the following to be prepared and delivered to Buyer: (i) an audited Closing Balance Sheet, together with an audit report thereon by a “big four” independent accounting firm hired by Seller (“Seller’s Accountant”), prepared in accordance with GAAP, (ii) a statement based on the audited Closing Balance Sheet which sets forth in detail a calculation of the Closing Working Capital of the Division as of the Closing Date, and (iii) detailed schedules describing any changes between the Preliminary Estimated Working Capital Adjustment and the Final Working Capital Adjustment. Buyer shall render all reasonable assistance requested by Seller in connection with the preparation and audit of the audited Closing Balance Sheet.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Solutions/Ca/)

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