Net Working Capital Adjustments. (a) At the Closing, Sellers shall cause Aurora Communications to deliver to Buyer its good faith estimate of the Net Working Capital of the Companies as of the Closing Date (which may be positive or negative) (the "Estimated Closing Net Working Capital"), together with a reasonably detailed explanation of the calculation thereof. If the Estimated Closing Net Working Capital is less than zero, then the difference between zero and the Estimated Closing Net Working Capital shall be deducted from the Cash Consideration payable to Sellers at the Closing according to their respective Cash Percentages. If the Estimated Closing Net Working Capital is greater than zero, Buyer shall pay the difference between the Estimated Net Working Capital and zero (the "Estimated NWC Payment Amount") to Sellers at the Closing according to their respective Cash Percentages.
Net Working Capital Adjustments. It is acknowledged that pursuant to Section 2.9 of the Merger Agreement, that when the Closing Working Capital Amount (as defined in Section 2.9(a) of the Merger Agreement) is finally agreed to or determined in accordance with Section 2.9(d) of the Merger Agreement, the Escrow Amount will be adjusted as follows:
Net Working Capital Adjustments. (a) ARC and the FGI Shareholders shall adjust (up or down) the cash portion of the Merger Consideration on the Closing Date based upon the extent to which the estimated Net Working Capital on the Closing Date is less than, or greater than, zero (the "Initial Net Working Capital Adjustment"). The cash portion of the Merger Consideration shall be reduced (dollar for dollar) by the amount by which the estimated Net Working Capital, as so determined, is less than zero. The cash portion of the Merger Consideration shall be increased (dollar for dollar) by the amount by which the estimated Net Working Capital, as so determined, is greater than zero.
Net Working Capital Adjustments. The Purchase Price assumes that the Net Working Capital as of the Closing Date of (A) the US Operations is $4,017,000 and (B) the UK Operations is £3,245,000. The Purchase Price will be adjusted (A) on a dollar-for-dollar basis, either up or down, to the extent the Net Working Capital of the US Operations is greater than or less than $4,017,000 and (B) on a pound sterling-for-pound sterling basis, either up or down, to the extent the Net Working Capital of the UK Operations is greater than or less than £3,425,000. For purposes of this Section 2.3(b), "Net Working Capital" shall mean the sum of the following (all, except as noted below, determined in accordance with GAAP, consistently applied and the historical practice of the Sellers and excluding cash and cash equivalents, deferred tax accounts, and accrued Tax liabilities):
Net Working Capital Adjustments. (a) Schedule 2.6 attached hereto states the Net Working Capital as of October 31, 2004, and reflects the Accounts Receivable, Inbound Deposits, Prepaid Amounts, Accounts Payable, Outbound Deposits, Deferred Revenue and Net Working Capital as of October 31, 2004. Within 7 Business days following the Closing Date, Seller will deliver to Buyer a revised Schedule 2.6 stating the Net Working Capital as of the Closing Date, with each category set forth above updated and determined in a manner consistent with the manner in which Schedule 2.6 as attached on the date hereof was determined. Such revised Schedule 2.6, when incorporated herein pursuant to an amendment to this Agreement executed by each party hereto (such execution not to be unreasonably withheld or delayed by any party hereto), shall be definitive for all purposes of this Agreement and the Collateral Agreements.
Net Working Capital Adjustments. (a) As at the Closing Date, the Company shall have a Closing Net Working Capital of $3,400,000 (the “Target Amount”). “
Net Working Capital Adjustments. (a) Not less than seventy-five (75) days following the Effective Time, Macrovision shall deliver to the Representative a balance sheet of the Company as of the close of business on the Closing Date and a calculation of the Net Working Capital and Net Working Capital Adjustment (the “Closing Date Statement”). The Closing Date Statement shall be prepared in the same manner and on a consistent basis (including the basis of calculation of individual line items and the determination of allowances and reserves) with the Company’s past practice and Annex 1 and in accordance with the Company’s books and records and in a manner that fairly and accurately reflects the Company’s assets and liabilities as of the Closing Date.
Net Working Capital Adjustments. (1) (a) On or immediately prior to the Closing Date, Dion and Dick shall deliver to the Purchaser a statement of the estimated Net Working Capital (the "ESTIMATE") of the Business as at the Closing Date in accordance with the methodology set forth in Schedule 2.10.
Net Working Capital Adjustments. (a) As promptly as possible, but in any event within 90 days after the Closing Date, Parent will deliver to the Representative (i) an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the Closing (the “Closing Balance Sheet”) prepared in accordance with GAAP, consistently applied and (ii) a reasonably detailed calculation by Parent of the Net Working Capital derived from the Closing Balance Sheet (together, the “Closing Statement”). The Closing Statement will be prepared in accordance with GAAP, consistently applied and the applicable definitions in this Agreement. The Closing Statement will entirely disregard (x) any and all effects on the assets or liabilities of the Company and its Subsidiaries as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Parent or the Surviving Corporation or any other transaction entered into by Parent or the Surviving Corporation in connection with the consummation of the transactions contemplated hereby, except as specifically contemplated in Section 12.02, and (y) any of the plans, transactions, or changes which Parent initiates or makes or causes to be initiated or made, in each case after the Closing with respect to the Surviving Corporation and its Subsidiaries or their business or assets, or any facts or circumstances that are unique or particular to Parent or any of its assets or liabilities.
Net Working Capital Adjustments. Section 2.4.1 The Company has delivered to Parent: (a) an estimated balance sheet of the Company (the “Closing Balance Sheet”) immediately prior to the close of business on the date of the Closing (the “Closing Date”) and (b) a written statement setting forth its good faith estimate of Net Working Capital immediately prior to the close of business on the Closing Date (the “Estimated Net Working Capital”) determined without giving effect to the consummation of the Merger or any financing transactions in connection therewith. The Closing Balance Sheet shall be the Company’s good faith estimate of its balance sheet immediately prior to the close of business on the Closing Date based on the Company’s review of financial information then reasonably available and inquiries of personnel responsible for the preparation of the Audited Company Financial Statements.
