Initial Working Capital Adjustment Sample Clauses

Initial Working Capital Adjustment. 4 3.2 Delivery of the Closing Balance Sheet........................................................ 5 3.3 Review and Final Determination of Closing Net Working Capital................................ 6 3.4 Adjustment of Closing Payment; Payments...................................................... 7 3.5
Sample 1
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Initial Working Capital Adjustment. (a) Prior to the Closing Date, the Company prepared and delivered to the Purchaser a balance sheet (the "Pre-Closing Balance Sheet") of the Company ------------------------- reflecting the financial position of the Company as of the close of business on the last day of the last month preceding the Closing Date, a statement setting forth the Company's computation of the Pre-Closing Net Working Capital, as adjusted to take into account the Closing Balance Sheet Adjustments (as defined in Section 3.2), as of the close of business on the last day of the last month preceding the Closing Date, and a notice setting forth its proposed adjustment, if any, of the Initial Payment as contemplated hereby. The Pre-Closing Balance Sheet was prepared in accordance with GAAP applied on a basis consistent with the Annual Balance Sheet (to the extent that GAAP was applied properly), as adjusted to take into account the Closing Balance Sheet Adjustments, and was certified by the Company's Chief Executive Officer or Chief Financial Officer. As used in this Agreement, the "Pre-Closing Net Working Capital" shall be ------------------------------- determined in accordance with this Section 3.1 and shall mean the total current assets minus the total current liabilities of the Company as reflected on the Pre-Closing Balance Sheet.
Sample 1
Initial Working Capital Adjustment. 2.4.1 At least five Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement of Working Capital of the business conducted at the Property substantially in the form of the Detailed Balance Sheet (the “Pre-Closing Working Capital Statement”), which shall be calculated in accordance with the working capital calculation example set forth on Section 2.4 of the Seller Disclosure Letter. The Pre-Closing Working Capital Statement shall be prepared in accordance with GAAP and on a basis consistent with the accounting policies, practices, procedures and principles used in preparing the Detailed Balance Sheet. The Pre-Closing Working Capital Statement will contain a good faith estimate, set forth in reasonable detail, of the amount of Working Capital of the business conducted at the Property as of the Closing Date (the “Pre-Closing Working Capital”). As promptly as practicable, but not later than two Business Days prior to the Closing Date, Buyer shall identify any adjustments that it believes are required to the calculation of Pre-Closing Working Capital. If Buyer identifies any such adjustments, the Parties shall use commercially reasonable efforts to resolve such dispute, after which Seller shall re-deliver to Buyer the Pre-Closing Working Capital Statement reflecting such adjustments and the Working Capital set forth on such statement shall be the Pre-Closing Working Capital. Seller and Buyer each shall bear its own expenses in the preparation and review of the Pre-Closing Working Capital Statement. The “
Sample 1
Initial Working Capital Adjustment. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement of Working Capital of the business conducted at the Property substantially in the form of the Detailed Balance Sheet (the “Pre-Closing Working Capital Statement”), which shall be calculated in accordance with the working capital calculation example set forth on Section 2.4 of the Seller Disclosure Letter. The Pre-Closing Working Capital Statement shall be prepared in accordance with GAAP and on a basis consistent with the accounting policies, practices, procedures and principles used in preparing the Detailed Balance Sheet. The Pre-Closing Working Capital Statement will contain a good faith estimate, set forth in reasonable detail, of the amount of Working Capital of the business conducted at the Property as of the Closing Date (the “Pre-Closing Working Capital”). Seller and Buyer each shall bear its own expenses in the preparation and review of the Pre-Closing Working Capital Statement. The “
Sample 1
Initial Working Capital Adjustment. No later than the third day before Closing (or such shorter period as may be acceptable to Parent), JJI shall deliver or shall have delivered to Parent a certificate of the Chief Executive Officer and Chief Financial Officer of JJI certifying (i) JJI’s best estimate of the Working Capital which shall include the maximum fees and expenses that JJI and each of its Subsidiaries may owe Xxxxxxxx Xxxxx Xxxxxx & Xxxxx, (ii) such estimate of the Working Capital set forth in such certificate represents the best efforts and good faith estimation by JJI of Working Capital as of the Effective Time, (iii) the estimated Working Capital is in categories in the same form as Exhibits D-1 and D-2 (with adjustments as appropriate to reflect the provisions of parts (a) through (j) of Exhibit D, except no amount will be taken into account in connection with part (g) of Exhibit D in determining Estimated Working Capital and not more than $155,000 will be taken into account in connection with part (f) of Exhibit D in determining Estimated Working Capital ), and (iv) such other matters as Parent may reasonably request with respect to Working Capital (the amount of such estimate so certified is referred to as the “Estimated Working Capital”). The Estimated Working Capital shall be prepared and determined in accordance with the methodology for determining Working Capital as reflected on Exhibit D and shall not in any event exceed $32,000,000.
Sample 1
Initial Working Capital Adjustment. (a) At Closing, in lieu of the Final Working Capital Adjustment, the Purchase Price shall be calculated using an Initial Working Capital Adjustment based on the Pre-Closing Balance Sheet (containing reasonable supporting detail), which shall be prepared by Seller and presented by Seller to Buyer at least five (5) Business Days prior to the Closing Date. The Pre-Closing Balance Sheet shall be prepared on basis consistent with the Closing Balance Sheet as set forth in Section 2.6 and shall reflect the other items sets forth in the second and third sentences of Section 2.6(a). The "Initial Working Capital Adjustment" (which may be a positive or negative number) shall equal (a) the Reference Working Capital shown on the Pre-Closing Balance Sheet (the "Pre-Closing Reference Working Capital") MINUS (b) the Target Reference Working Capital.
Sample 1
Initial Working Capital Adjustment. At least four (4) Business Days prior to the Closing Date, the Company shall deliver to the Parent a certificate, executed by the Company, setting forth a good faith calculation of its estimate of Net Working Capital (the “Initial Working Capital Schedule”) and a determination of the Adjusted Merger Payment, which shall be calculated in accordance with Section 3.2. The Parent shall have the right to review and comment upon such Initial Working Capital Schedule, and the Company shall provide Parent and its representatives reasonable access to all books, records, and employees of the Company for purposes consistent therewith.
Sample 1
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Initial Working Capital Adjustment. At least five (5) business days prior to the Closing Date, Seller shall deliver to Buyer a statement of Working Capital of Seller substantially in the form of the Detailed Balance Sheet (the “Pre-Closing Working Capital Statement”). The Pre-Closing Working Capital Statement shall be prepared on a basis consistent with the accounting policies, practices, procedures and principles used in preparing the Detailed Balance Sheet. The Pre-Closing Working Capital Statement will contain a good faith estimate of the amount of Working Capital of Seller on the Closing Date (the “Pre-Closing Working Capital”). Seller and Buyer each shall bear its own expenses in the preparation and review of the Pre-Closing Working Capital Statement. The “Initial Working Capital Adjustment” (which may be a positive or negative number) shall equal the Pre-Closing Working Capital. On or about the Closing Date Seller shall conduct a cash count and a drop of approximately 10 percent of the gaming device “hoppers” and Seller shall provide reasonable advance notice to Buyer thereof and a Representative of Buyer may, subject to applicable Gaming Laws, if any, be present to observe such cash count and hxxxxx drop if it so elects. Such cash count and hxxxxx drop (with the drop for 100 percent of such hoppers being derived from such 10 percent drop) shall be used in the preparation of the Working Capital Statement.
Sample 1
Initial Working Capital Adjustment. 2.4.1 At least five Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement of estimated Working Capital of the business conducted at the Property (the “Pre-Closing Working Capital Statement”), which shall be prepared in a manner consistent with the Working Capital calculation example set forth on Section 2.4 of the Seller Disclosure Letter and otherwise in accordance with GAAP. The Pre-Closing Working Capital Statement will contain a good faith estimate, set forth in reasonable detail, of the amount of Working Capital of the business conducted at the Property as of the Closing Date (the “Pre-Closing Working Capital”). As promptly as practicable, but not later than two Business Days prior to the Closing Date, Buyer shall identify any adjustments that it believes are required to the calculation of the Pre-Closing Working Capital. If Buyer identifies any such adjustments, the Parties shall use commercially reasonable efforts to resolve such dispute, after which Seller shall re-deliver to Buyer the Pre-Closing Working Capital Statement reflecting such adjustments and the estimated Working Capital set forth on such statement shall be the Pre-Closing Working Capital. Seller and Buyer each shall bear its own expenses in the preparation and review of the Pre-Closing Working Capital Statement. The “
Sample 1

Related to Initial Working Capital Adjustment

  • Working Capital Adjustment (a) Within 15 days following the Closing Date, the Purchaser will prepare or cause to be prepared a combined balance sheet of the Target Companies as of the Closing Date (the "Closing Date Balance Sheet") showing the amount of Closing Date Working Capital, along with a statement setting forth in reasonable detail the method of calculating Closing Date Working Capital, which shall be in accordance with GAAP and consistent with the methodology used in Target Financial Statements (as defined in Section 2.5 below), and shall deliver or cause to be delivered to the Shareholders such Closing Date Balance Sheet. In the event that the Shareholders object to the Purchaser's calculation of the Closing Date Working Capital, then, within 30 days after the delivery to the Shareholders of the Closing Date Balance Sheet, the Shareholders shall deliver to the Purchaser a notice describing in reasonable detail the Shareholders' objection to the Purchaser's calculation (an "Objection Notice"), accompanied by a statement setting forth the dollar amount determined by the Shareholders to represent the Closing Date Working Capital or a request for additional information from the Purchaser that the Shareholders may require in order to determine the Closing Date Working Capital. If the Shareholders do not deliver an Objection Notice to the Purchaser within the 30-day period referred to in the preceding sentence, then the Purchaser's calculation of the Closing Date Working Capital shall be binding and conclusive on the Purchaser and the Shareholders. If the Shareholders deliver an Objection Notice to the Purchaser within the 30-day period referred to in this paragraph, and if the Purchaser and the Shareholders are unable to agree upon the calculation of the Closing Date Working Capital within 15 days after an Objection Notice is delivered to the Purchaser, the Shareholders and the Purchaser shall select a nationally recognized accounting firm mutually acceptable to them (the "Neutral Accountant") to resolve any remaining objections, the cost of which shall be paid by the party whose assertions regarding the amount of the Closing Date Working Capital differ by the greater amount from the Closing Date Working Capital determined by the Neutral Accountant. If Purchaser and the Shareholders are unable to select the Neutral Accountant within 10 days after the commencement of such selection process, the Neutral Accountant shall be KPMG (or its successor). The Shareholders and the Purchaser shall jointly instruct the Neutral Accountant to resolve any unresolved objections within 30 days after referral of the matter to them, and the determination by the Neutral Accountant of the Closing Date Working Capital, shall be conclusive and binding on the Purchaser and Shareholders absent fraud or manifest error. During the 30-day period following the Objection Notice, Shareholders and Purchaser shall each have access to the other party's working papers and similar materials prepared in connection with the Closing Date Balance Sheet and the Objection Notice, as the case may be.

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

  • Minimum Working Capital The Borrower shall maintain at all times Working Capital (which shall mean Current Assets less Current Liabilities) of at least $500,000.

  • Rental Adjustments 6.1 The Basic Annual Rent then in effect (and as previously increased pursuant to this Section 6.1) shall be increased each year by three percent (3%) on each annual anniversary of the Term Commencement Date for so long as this Lease continues in effect.

  • Rental Adjustment The lesser of (i) 2%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • Final Adjustment As soon as practicable, the Company will prepare and deliver to Centerprise a final calculation of Net Working Capital revised to reflect all collections of AR up to the date 180 days from the Closing Date. Centerprise will review such calculation and any records, work papers and other documents related thereto. Within 10 days of receipt of such calculation, Centerprise will deliver to the Member Representative a written report indicating the amount and nature of any adjustment to the Basic Purchase Consideration determined in accordance with Section 2.2.1 (the "Final Adjustment").

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

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