Common use of Net Working Capital Adjustment Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Ranger Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, Inc.)

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Net Working Capital Adjustment. (a) Within sixty one hundred five (60105) days after the Closing DateEffective Time, 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 (subject to Section 1.4(b), 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).

Appears in 1 contract

Samples: Stock Purchase Agreement (Swisher Hygiene Inc.)

Net Working Capital Adjustment. (a) Within sixty ninety (6090) days after the Closing Date, Purchaser shall prepare and deliver to Seller Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time Closing (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 calculations1.5. Each Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rent a Center Inc De)

Net Working Capital Adjustment. (a) i.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 Included Working Capital Assets which shall be made consistent with the methodology set forth on Section 1.3(a) of the Disclosure Schedule and pursuant to this Section 1.61.4, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ranger Energy Services, Inc.)

Net Working Capital Adjustment. (a) Within sixty (60) days after the Closing DateClosing, Purchaser Buyer shall prepare (or cause to be prepared), issue and deliver to Seller (i) a statement balance sheet which shall set forth the assets and liabilities of Company as of the close of business on the Closing Date (the “Closing StatementDate Balance Sheet”) calculating and (ii) a statement of the Net Working Capital as of immediately prior to that is derived from the Effective Time Closing Date Balance Sheet (the “Closing Net Working CapitalCapital Statement), each in accordance with Section 2.3(b) 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 Statementbelow.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Aldila Inc)

Net Working Capital Adjustment. (ai) Within sixty thirty (6030) days after following completion of Purchaser’s post-closing audit of the Closing DateBusiness as contemplated in Section 7.4, Purchaser shall prepare and deliver to Seller a statement (setting forth its calculation of the Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working CapitalCapital Statement) as well as the adjustments to Transaction Consideration ), which shall be made pursuant final and binding on the parties, subject 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 Statement2.4(b).

Appears in 1 contract

Samples: Asset Purchase Agreement (Asure Software Inc)

Net Working Capital Adjustment. (ai) Within sixty As promptly as reasonably practicable after the Closing, but no later than ninety (6090) days after the Closing Date, Purchaser Buyer shall prepare cause to be prepared and deliver delivered to Seller a statement (the “Closing Purchase Price Adjustment Statement”) calculating setting forth and certifying Buyer’s calculation of the Final Net Working Capital as of immediately prior to the Effective Time Closing Date, calculated in accordance with Schedule 2.3(b) (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).

Appears in 1 contract

Samples: Asset Purchase Agreement (Vitamin Shoppe, Inc.)

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Net Working Capital Adjustment. (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to the Seller Parties’ Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time Closing Date (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).

Appears in 1 contract

Samples: Asset Purchase Agreement (Geo Group Inc)

Net Working Capital Adjustment. (a) Within sixty Sixty (60) days after the Closing Date, Purchaser shall prepare and Sellers’ representative (to be identified by Sellers at or prior to the Closing) will deliver to Seller Buyer a statement statement, prepared in accordance with GAAP, setting forth the Current Assets and Current Liabilities as of the Closing Date (the “Closing Statement”) calculating ), and 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 Purchase Price shall be made pursuant to this recalculated as provided in Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement4.4(b) below.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pc Tel Inc)

Net Working Capital Adjustment. (a) Within sixty ninety (6090) days after the Closing Date, Purchaser shall prepare and deliver to Seller the Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time Closing Date (the “Closing Net Working Capital”); provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) as well as the adjustments to Transaction Consideration which day period shall be made not prevent Purchaser from obtaining a Net Working Capital adjustment hereunder 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 a Closing StatementStatement delivered thereafter.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fresh Del Monte Produce Inc)

Net Working Capital Adjustment. (a) Within sixty one hundred twenty (60120) days after the Closing Date, Purchaser shall prepare and deliver to Seller the Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time Closing Date (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).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (RumbleON, Inc.)

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