Net Working Capital Adjustment Sample Clauses

Net Working Capital Adjustment. (a) At least three (3) business days prior to the Closing, the Company shall, in good faith and in consultation with Parent, prepare and deliver to Parent a good faith estimate of the Actual Net Working Capital (the “Estimated Net Working Capital”), together with an estimated balance sheet of the Company, on a consolidated basis, as of the Closing (the “Estimated Closing Balance Sheet”), prepared in accordance with GAAP consistent with the manner in which GAAP was applied in the preparation of the Balance Sheet. The Estimated Closing Balance Sheet shall be prepared as if the Closing Date was the last day of the Company’s fiscal year. The Estimated Net Working Capital shall be calculated based on the Estimated Closing Balance Sheet. Parent shall have the opportunity to review and comment upon the Estimated Closing Balance Sheet and the Company’s calculation of the Estimated Net Working Capital, both of which shall be subject to Parent’s reasonable approval. Until the Actual Net Working Capital is finally determined in accordance with this Section 2.6, the Closing Cash Merger Consideration shall be determined using the Estimated Net Working Capital instead of the Actual Net Working Capital. (b) Within ninety (90) days after the Closing, Parent shall, in good faith, cause to be prepared and delivered to the Stockholders’ Agent (i) a balance sheet of the Company and its consolidated subsidiaries as of the Closing (the “Closing Date Balance Sheet”) and (ii) a reasonably detailed calculation (the “Parent Net Working Capital Calculation”) of the Actual Net Working Capital. The Closing Date Balance Sheet shall be prepared in accordance with this Agreement and GAAP consistent with the manner in which GAAP was applied in the preparation of the Balance Sheet. The Closing Date Balance Sheet shall be prepared as if the Closing Date was the last day of the Company’s fiscal year. Following the delivery of the Closing Date Balance Sheet and Parent Net Working Capital Calculation to the Stockholders’ Agent, Parent shall, and Parent shall cause the Surviving Corporation to, afford the Stockholders’ Agent and its Representatives the opportunity to examine the calculation of the Closing Date Balance Sheet, the Parent Net Working Capital Calculation and such underlying records and work papers as are reasonably necessary and appropriate. Parent shall cooperate reasonably promptly with the Stockholders’ Agent and its Representatives in such examination. (c) The Stockholders’ Age...

Net Working Capital Adjustment. (a) Within sixty (60) days after the Closing Date, the Buyer shall cause the Company to prepare and deliver to the Seller Representatives a schedule of the Closing Date Net Working Capital (the "Net Working Capital Schedule"). The Net Working Capital Schedule shall be deemed final upon the earliest of (i) the date on which the Buyer and the Seller Representatives agree that the Net Working Capital Schedule is final, (ii) if the Seller Representatives have not earlier notified the Buyer, in writing, of any dispute over the amounts shown on the Net Working Capital Schedule, the twentieth (20th) day following the date of delivery of the Net Working Capital Schedule to the Seller Representatives, and (iii) the date on which any disputes relating to the Net Working Capital Schedule are resolved, as described in Section 1.5(b) below. The final Net Working Capital Schedule, as adjusted by any agreement of the Buyer and the Seller Representatives or by any resolution of disputes as described in Section 1.5(b) below, is hereinafter referred to as the "Final Net Working Capital Schedule". (b) Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the Net Working Capital Schedule shall be resolved as set forth in this Section 1.5(b). The Seller Representatives may dispute any amount shown on the Net Working Capital Schedule initially delivered in accordance with Section 1.5(a) hereof by delivering written notice of each disputed item (each, a "Disputed Item") to the Buyer (the "Dispute Notice," and, the date of its delivery, the "Dispute Notice Date") within the 20 day period referred to in Section 1.5(a) specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute. Within twenty (20) business days following the Dispute Notice Date, the Disputed Items shall be submitted to Deloitte & Touche LLP (the "Independent Accountant"

Net Working Capital Adjustment. Within fourteen (14) days after the Closing Date (the “Net Working Capital Review Period”), the Parties shall work in good faith to jointly prepare a statement setting forth their calculation of Net Working Capital, which statement shall contain a balance sheet of the Company estimated in good faith as of the Closing Date (without giving effect to the transactions contemplated herein), and a good faith calculation of Closing Working Capital (the “Net Working Capital Statement”). If Net Working Capital is positive, on or prior to the end of the Net Working Capital Review Period, Buyer shall pay Sellers an amount equal to the Net Working Capital relating to (x) prepaid expenses and (y) accounts receivable and inventory which have been paid or sold, respectively, after Closing but prior to the end of the Net Working Capital Review Period. On a monthly basis thereafter, to the extent Net Working Capital was not paid in full in accordance with the preceding sentence, Sellers may submit to Buyer a statement calculating the amount of accounts receivable and inventory that have been paid or sold, respectively, after the Net Working Capital Review Period. No later than ten (10) business days after receipt of each such statement, Buyer shall pay Sellers an amount equal to the portion of Net Working Capital which relates to accounts receivable and inventory that has been paid or sold, respectively, after the Net Working Capital Review Period, which has not yet been paid; provided that, Buyer’s payments hereunder shall in no event exceed the Net Working Capital as determined in the Net Working Capital Statement. For the avoidance of doubt, the amounts payable hereunder are in addition to the amounts payable with respect to the Purchase Price and Earn- Out Payment.

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. (b) During the sixty (60) days immediately following delivery of the Closing Statement, Seller and its professional representatives shall be entitled to review the Closing Statement and any working papers, financial records, trial balances and similar materials relating to the Closing Statement prepared by the Purchaser or by Persons retained by it, and Purchaser shall provide Seller with reasonable access to work papers of Purchaser’s accountants relating thereto, and Purchaser shall make reasonably available the individuals in its and its Affiliates’ employ as well as representatives of its accountants responsible for and knowledgeable about the information used in, and the preparation of the Closing Statement, to respond to the reasonable inquiries of, or requests for information by Seller, during normal business hours. If Seller disputes any amounts as shown on the Closing Statement, Seller shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Seller’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Seller does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the terms of this Section 1.6. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Seller shall use commercially reasonable efforts to resolve such differences...

Net Working Capital Adjustment. The Purchase Price shall be adjusted as follows: (i) in the event that the Net Working Capital as of the Closing Date exceeds the Net Working Capital Target by more than $10,000, then the Purchase Price shall be adjusted upward by an amount equal to one-half (1/2) of the difference between the excess amount and $10,000, in which case Buyer shall promptly, but in any event within five (5) business days following the determination in accordance with Section 2.3(b) hereof, increase the principal balance of the Note by one-half (1/2) of the difference between the excess amount and $10,000; or (ii) in the event that the Net Working Capital as of the Closing Date is less than the Net Working Capital Target by more than $10,000, then the Purchase Price shall be adjusted downward in an amount equal to one-half (1/2) of the difference between the deficiency amount and $10,000, in which case Buyer shall offset such difference between the deficiency amount and $10,000 against the principal balance of the Note.

Net Working Capital Adjustment. (i) For purposes of this Agreement, "Net Working Capital" shall equal (i) cash, money market accounts, accounts receivable (net of reasonable provisions for doubtful accounts), cash surrender value of life insurance policies, and prepaid expenses including rental payments if paid in advance, as of Closing less (ii) all current liabilities of the Company as of Closing, including but not limited to liabilities for inventory, office supplies, ordinary compensation payables, employee benefits and taxes (excluding accrued paid time off for vacation and sick leave), bonuses (including all related payroll taxes and employee benefits), personal and real property taxes, water, gas, electric and other utility charges, business and other license fees and taxes (excluding fees for audiology and hearing aid dispensing licenses), merchants' association dues, rental payments under any leases, any customer refunds for hearing aids delivered prior to Closing, and all other operating liabilities (including legal, accounting, and other professional fees and expenses incurred in the ordinary course of business), vendor accounts payable and intercompany accounts. In computing Net Working Capital, (i) all hearing aids ordered but not fitted to the patient as of the Closing date will not be included in accounts receivable and (ii) all payments made by Company with respect to such hearing aid orders shall be treated as prepaid items.

Net Working Capital Adjustment. If Net Working Capital, as finally determined pursuant to Section 3.1(b)(ii), is less than Estimated Net Working Capital, then the Estimated Merger Consideration shall be reduced dollar-for-dollar by the amount of such shortfall. If Net Working Capital, as finally determined pursuant to Section 3.1(b)(ii), is greater than Estimated Net Working Capital, then the Estimated Merger Consideration shall be increased dollar-for-dollar by the amount of such difference.

Net Working Capital Adjustment. If the Net Working Capital Amount as finally determined pursuant to Section 1.04(a) above is greater than the Estimated Net Working Capital Amount, Buyer shall pay such excess to Seller in accordance with Section 1.04(c). If the Net Working Capital Amount as finally determined pursuant to Section 1.04(a) above is less than the Estimated Net Working Capital Amount, Seller shall pay or cause to be paid such shortfall to Buyer in accordance with Section 1.04(c).

Net Working Capital Adjustment. The parties acknowledge that the Escrow Fund may be used as a source of payment for that amount owing by the Company to Buyer, if any, represented by the positive difference between the Estimated Purchase Price and the Purchase Price (the "Purchase Price Adjustment"), pursuant to Sections 1.3 and 1.4 of the Asset Purchase Agreement, to the extent that the Purchase Price Adjustment exceeds the Net Working Capital Holdback. Upon final determination of the Purchase Price Adjustment in accordance with Sections 1.3 and 1.4 of the Asset Purchase Agreement together with interest thereon as provided in Section 1.4(b) of the Asset Purchase Agreement, the Company shall have the right to instruct Escrow Agent in writing (with a copy of such instruction to be provided concurrently to Buyer) to pay to Buyer from the Escrow Fund an amount equal to the excess of (i) the Purchase Price Adjustment together with interest thereon over (ii) the Net Working Capital Holdback, as provided in Section 1.4(b)(i) of the Asset Purchase Agreement, and Escrow Agent shall comply with such instruction.