Negative Working Capital Adjustment Sample Clauses
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Negative Working Capital Adjustment. As soon as practicable after the Effective Time, but in no event later than February 15, 2000, ARC shall prepare and submit to the AmDoc Stockholders' Representatives a statement of the working capital (defined as current assets less current liabilities but not including (i) any amounts of indebtedness that were converted into equity securities of AmDoc prior to the Effective Time or (ii) principal amounts (but not interest) owed to Premier Research Worldwide Ltd. pursuant to that certain 12-1/2% convertible note dated December 21, 1999 in principal amount equal to $1,500,000) of AmDoc as of December 31, 1999 (the "Working Capital Statement"), which Working Capital Statement shall be prepared from the books and records kept by AmDoc and in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP"), and shall present fairly as of December 31, 1999, the working capital of AmDoc. The AmDoc Stockholders' Representatives and their professional advisers shall have twenty (20) business days from the date of submission of the Working Capital Statement in which to review the Working Capital Statement, and if, in their reasonable judgment, the Working Capital Statement does not fairly present the working capital of AmDoc as of December 31, 1999, the AmDoc Stockholders' Representatives shall have the right to propose any adjustment thereto within such twenty (20) business day period. ARC shall cooperate fully in responding to questions and requests for information submitted by the AmDoc Stockholders' Representatives in connection with such review, and shall, with reasonable prior notice, provide them with full access to members of management of ARC who are knowledgeable in the matters under review and to the books and records of AmDoc to the extent related to the determination of working capital. Unless the AmDoc Stockholders' Representatives notify ARC within such twenty (20) business day period that they object to the Working Capital Statement, the Working Capital Statement shall be binding upon ARC and the holders of the AmDoc Shares. ARC and the AmDoc Stockholders' Representatives shall use their best efforts for five (5) business days after the submission by the AmDoc Stockholders' Representatives of any proposed adjustment to the Working Capital Statement to resolve any differences. If ARC and the AmDoc Stockholders' Representatives do not resolve a dispute as to the content of the Working Capital Statement or as to the adeq...
Negative Working Capital Adjustment. If the Closing Net Working Capital, as finally determined in accordance with this Section 2(f), is less than the Net Working Capital of Seller as of October 31, 2008 as represented by Seller, then Buyer will be entitled to payment of the amount by which the Closing Net Working Capital is less than such amount. Any deficit payable under this Section 2(f)(v) shall be paid to Buyer from the Working Capital Escrow Fund pursuant to the Working Capital Escrow Agreement and, if there is an insufficient amount in such fund, then the balance shall be paid out of the Escrow Fund. Any amounts remaining in the Working Capital Escrow Fund following the payments required by this subsection shall thereafter be distributed to Seller according to the terms of the Working Capital Escrow Agreement. For the avoidance of doubt, the aggregate deductible set forth in Section 7(b) shall not be applicable to any payments to be made to Buyer pursuant to this Section 2(f)(v).
Negative Working Capital Adjustment. In the event of a Negative Working Capital Adjustment, the Vendor and the Purchaser shall promptly execute and deliver to the Escrow Agent a written direction authorizing the release to the Purchaser within two (2) Business Days of the amount of such Negative Working Capital Adjustment, as adjusted as described in Section 3.6(f), from the Working Capital Holdback Amount. In the event of a Negative Working Capital Adjustment Amount that exceeds the Working Capital Holdback Amount, the Vendor shall pay the amount of such excess by certified cheque or banker’s draft within two (2) Business Days after the final determination of the amounts due in accordance with this Section 3.6. In the event of a Negative Working Capital Adjustment Amount in an amount less than the Working Capital Holdback Amount, the Vendor and the Purchaser shall execute and deliver to the Escrow Agent a written direction authorizing the release to the Vendor within two (2) Business Days after the final determination of amounts due in accordance with this Section 3.6 of the balance of the Working Capital Holdback Amount.