Net Working Capital Adjustment Sample Clauses

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. At the Closing, Seller will have a Net Working Capital of $15,000. If Net Working Capital exceeds $15,000 at the Closing, Buyer will remit the full amount of the overage to Seller within 15 business days of the Closing. If Net Working Capital is less than $15,000 at the Closing, then the cash portion of the Purchase Price payable at Closing under Section 3.2.A will be decreased by the amount that Net Working Capital is less than $15,000. For purposes of this Agreement, “Net Working Capital” means the sum of the line items for cash and accounts minus the sum of the line items for current liabilities and the current portion of long-term debt. Within 15 days following the Closing, Buyer will prepare and deliver to Seller and Selling Principal financial statements of Seller to be dated as of the Closing Date (the “Closing Financial Statements”). Buyer will then determine the Net Working Capital as of the Closing Date based upon the Closing Financial Statements, which will be calculated based upon GAAP, and will be determined in good faith by Buyer’s chief financial officer. All calculations and determinations of Net Working Capital will be final and binding on all Parties for purposes of this Section 3.2.E.
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. 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. Subject to Section 2.4(f)(ii)(C), within five Business Days after the Closing Statement is finalized pursuant to clause (b) or (d):
Net Working Capital Adjustment. The adjustment to the Base Price with respect to Net Working Capital shall be determined in accordance with the following provisions:
Net Working Capital Adjustment. Within sixty (60) days following the Closing Date, Plains may elect to prepare and deliver to MAP a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Effective Time Working Capital Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital.
Net Working Capital Adjustment. (a) At least five (5) Business Days prior to Closing, Sellers’ Representative shall prepare, in accordance with GAAP, and deliver to Buyer an unaudited statement of Estimated Net Working Capital of the Company as of the Closing Date. (b) Within sixty (60) days after the Closing Date, Buyer shall prepare, in accordance with the definition of Net Working Capital as set forth herein, and deliver to Sellers’ Representative an unaudited statement of the Net Working Capital of the Company as of the Closing Date (the “Post-Closing Net Working Capital Statement”). From the Closing Date, Buyer shall provide Sellers’ Representative and its Representatives any information reasonably requested and shall provide them, upon reasonable notice, full access at all reasonable times to the properties, books, records and other materials of the Company and its Subsidiaries and the personnel of, and work papers prepared by or for, Buyer or the Company and its Subsidiaries, including such historical financial information relating to the Company and its Subsidiaries as Sellers’ Representative may reasonably request in connection with its review of the Post-Closing Net Working Capital Statement. (c) Upon receipt of the Post-Closing Net Working Capital Statement, Sellers’ Representative shall have thirty (30) days (the “Review Period”) to review such Post-Closing Net Working Capital Statement. If Sellers’ Representative has accepted such Post-Closing Net Working Capital Statement in writing or has not given written notice to Buyer setting forth in reasonable detail any Sellers’ Representative’s objection to such Post-Closing Net Working Capital Statement (an “Objection Notice”) prior to the expiration of the Review Period, then such Post-Closing Net Working Capital Statement shall be final and binding upon the parties. In the event that Sellers’ Representative delivers an Objection Notice during the Review Period, (1) any undisputed portion of the amount required to be paid pursuant to Section 2.3(f) shall be paid but only if the party paying in respect of the undisputed items will pay a greater amount to the other party or no additional amount to the other party in connection with the final payment pursuant to Section 2.3(f) and (2) as to any disputed elements of the Post-Closing Net Working Capital Statement, the parties shall use their reasonable efforts to agree on any adjustments to the Post-Closing Net Working Capital Statement within twenty (20) days following the receipt by...
Net Working Capital Adjustment. As soon as reasonably practical after the Closing Date and in any event not later than 60 days thereafter, the Purchaser shall prepare and deliver to the Vendor a statement of the Closing Net Working Capital ("Closing Statement") which takes into account the transactions to reduce or settle Inter-Affiliate Accounts as described in Section 9.15 and which has been audited by the Purchaser's auditors in accordance with generally accepted auditing standards. The Purchaser and the Vendor and their respective auditors shall co-operate in the preparation of the Closing Statement and the Purchaser shall provide the Vendor and its auditors with access to the relevant Employees and auditors' working papers and any other documents considered necessary by the Vendor's auditors to review the Closing Statement. Subject to Section 3.5, within 10 days after delivery by the Purchaser to the Vendor of the Closing Statement, if the Closing Net Working Capital exceeds $4 million, the Purchaser shall pay to the Vendor the amount of the excess as an adjustment to the Share Purchase Price and, if the Closing Net Working Capital is less than the $4 million, the Vendor shall pay to the Purchaser the amount of the difference as an adjustment to the Share Purchase Price (each of such amounts being the "Working Capital Adjustment"). The Working Capital Adjustment shall be paid in cash together with an additional amount payable in cash compounded monthly from the Closing Date to the date of payment at the rate of 10% per annum.
Net Working Capital Adjustment. If the Closing Working Capital as finally determined pursuant to this Section 2.15 is greater than the Estimated Working Capital, Acquiror shall, or shall cause the Surviving Corporation to, promptly (and in any event within five (5) Business Days of the date on which the Closing Working Capital is finally determined pursuant to this Section 2.15) pay to the Escrow Agent, for distribution to the Stockholders and Warrantholder, and to the Surviving Corporation, for distribution to the Optionholders, the remainder of such excess pro rata in accordance with their respective Escrow Percentages. If the Closing Working Capital as finally determined pursuant to this Section 2.15 is less than the Estimated Working Capital, Acquiror shall be entitled to such shortfall from the Escrow Fund and the Securityholder Representative and Acquiror shall promptly (and in any event within five (5) Business Days of the date on which the Closing Working Capital is finally determined pursuant to this Section 2.15) issue joint written instructions to the Escrow Agent to release from the Escrow Fund an amount equal to such shortfall to Acquiror.