Net Working Capital Purchase Price Adjustment Sample Clauses

Net Working Capital Purchase Price Adjustment. At such time as the parties have stipulated to the amount of the Net Working Capital Amount as of the Closing Date or when the Arbitrator has rendered its decision under Section 2.3(c) above, (a) if the Net Working Capital Amount as of the Balance Sheet Date is greater than the Net Working Capital Amount as of the Closing Date, then the amount of such excess, plus interest thereon at the rate of 5% per annum computed from the Closing Date until paid, shall be paid by the Seller to the Buyer in cash, or (b) if the Net Working Capital Amount as of the Closing Date is greater than the Net Working Capital Amount as of the Balance Sheet Date, then the amount of such excess, plus interest thereon at the rate of 5% per annum computed from the Closing Date until paid, shall be paid by the Buyer to the Seller in cash.
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Net Working Capital Purchase Price Adjustment. (a) Within 30 days after the Closing Date, ETSI shall prepare and deliver to Lydall a statement (the "Closing Date Statement") setting forth ETSI's Net Working Capital (as defined in Section 4.05(d)(iii)) as of the Closing Date ("Closing Date Net Working Capital"). The Closing Date Statement shall also set forth a calculation of the amount by which Closing Date Net Working Capital exceeds or is less than $1,700,000 ("Working Capital Adjustment"). Within 60 days after the Closing Date, Lydall shall complete its examination of the Closing Date Statement and shall deliver to ETSI either a written acknowledgment of Lydall accepting the Closing Date Statement and the Working Capital Adjustment or a written report ("Adjustment Report") setting forth in detail any proposed adjustments to the Closing Date Statement and the Working Capital Adjustment and the reasons and supporting data therefor. In the event that Lydall fails to deliver such acknowledgment or Adjustment Report within such sixty (60) day period, the Closing Date Statement (and each of the Closing Date Net Working Capital and the Working Capital Adjustment set forth thereon) delivered by ETSI to Lydall shall be deemed to be correct and to have been finally determined under Section 4.05 (b) below;
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Net Working Capital Purchase Price Adjustment. (a) At least five Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Buyer a statement (the “Estimated Closing Date Statement”) of Seller’s good faith estimate of (w) Working Capital (the “Estimated Closing Date Working Capital”), (x) Store Cash (the “Estimated Closing Date Store Cash”) (y) Non-Cash Sales Settlement Amount (the “Estimated Non-Cash Sales Settlement Amount”) and (z) Asset Sales Proceeds (the “Estimated Closing Date Asset Sales Proceeds”) of the Company and its Subsidiaries as of the close of business on the Closing Date and a detailed calculation thereof. The Estimated Closing Date Statement shall be prepared in accordance with the definitions of “Working Capital”, “Store Cash” and “Non-Cash Sales Settlement Amount” (as applicable) set forth herein based on the Working Capital Standard. The “Trued-Up Amount” shall be equal to (i) the Initial Purchase Price, plus (ii) the excess, if any, of the Estimated Closing Date Working Capital over the Target Maximum Working Capital, less (ii) the excess, if any, of the Target Minimum Working Capital over the Estimated Closing Date Working Capital, less (iii) the excess, if any, of the Target Minimum Store Cash over the Estimated Closing Date Store Cash, plus (iv) the Non-Cash Sales Settlement Amount, if any, less (v) the Asset Sales Proceeds, if any. If the Trued-Up Amount is a positive amount, the Initial Purchase Price shall be increased or reduced, as applicable, to be equal to such Trued-Up Amount and, as so increased or reduced, shall be paid to the Seller pursuant to Section 1.1. If the Trued-Up Amount is a negative amount, the Initial Purchase Price shall be reduced to zero and Seller shall contribute to the Company on the Closing Date, in cash, the absolute amount by which the Trued-Up Amount is less than zero (the “Closing Date Capital Contribution”). The Initial Purchase Price as increased or decreased (but not below zero) to the Trued-Up Amount shall be the “Closing Date Cash Consideration” that is payable by the Buyer hereunder.
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Net Working Capital Purchase Price Adjustment. (1) The Purchase Price will be increased or decreased, as the case may be, dollar-for-dollar, to the extent that the working capital as determined from the Closing Net Working Capital Statement (the “Closing Net Working Capital”) is more or less than the Estimated Net Working Capital;.
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Net Working Capital Purchase Price Adjustment. (i) Prior to the Closing Date, Seller prepared and delivered to the Purchaser a statement (the “Preliminary Net Working Capital Certificate”) setting forth in reasonable detail its estimate of Net Working Capital (the “Preliminary Net Working Capital”) as of the close of business on the Closing Date and the calculations supporting Seller’s estimate. The Preliminary Net Working Capital shall be calculated on a basis consistent with GAAP.
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Net Working Capital Purchase Price Adjustment. (a) Not less than five (5) Business Days prior to the Closing Time, Seller shall deliver to Purchaser a written statement (the “Working Capital Closing Statement”), setting forth in reasonable detail and accompanied by reasonably detailed back-up documentation, Seller’s calculation of the Net Working Capital (the “Working Capital Estimate”). The Working Capital Closing Statement shall present the Net Working Capital of Seller estimated as of the Closing.
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Net Working Capital Purchase Price Adjustment. On the Closing Date, Seller Representative shall deliver to Buyer a statement (the “Closing Date Net Working Capital Statement”) prepared on a basis consistent with the Company's Interim Balance Sheet (as hereinafter defined), setting forth the Net Working Capital of Company as of the Closing Date (the “Closing Date Net Working Capital”), including the amount of cash (net of checks paid but uncleared), if any, to be delivered to the Company at Closing. If the Closing Date Net Working Capital is less than the Minimum Net Working Capital, then the Closing Cash Consideration shall be decreased dollar-for-dollar by the amount, if any, by which the Closing Date Net Working Capital is less than the Minimum Net Working Capital.
Sample 1
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Net Working Capital Purchase Price Adjustment. The Initial Purchase Price shall be subject to increase or decrease after the Closing based on the Closing Date Net Working Capital of the Company, as follows:
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Net Working Capital Purchase Price Adjustment 
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Related to Net Working Capital Purchase Price Adjustment

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • 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.

  • Working Capital Adjustment (a) Within 15 days following the Closing Date, the Purchaser will prepare or cause to be prepared a combined balance sheet of the Target Companies as of the Closing Date (the "Closing Date Balance Sheet") showing the amount of Closing Date Working Capital, along with a statement setting forth in reasonable detail the method of calculating Closing Date Working Capital, which shall be in accordance with GAAP and consistent with the methodology used in Target Financial Statements (as defined in Section 2.5 below), and shall deliver or cause to be delivered to the Shareholders such Closing Date Balance Sheet. In the event that the Shareholders object to the Purchaser's calculation of the Closing Date Working Capital, then, within 30 days after the delivery to the Shareholders of the Closing Date Balance Sheet, the Shareholders shall deliver to the Purchaser a notice describing in reasonable detail the Shareholders' objection to the Purchaser's calculation (an "Objection Notice"), accompanied by a statement setting forth the dollar amount determined by the Shareholders to represent the Closing Date Working Capital or a request for additional information from the Purchaser that the Shareholders may require in order to determine the Closing Date Working Capital. If the Shareholders do not deliver an Objection Notice to the Purchaser within the 30-day period referred to in the preceding sentence, then the Purchaser's calculation of the Closing Date Working Capital shall be binding and conclusive on the Purchaser and the Shareholders. If the Shareholders deliver an Objection Notice to the Purchaser within the 30-day period referred to in this paragraph, and if the Purchaser and the Shareholders are unable to agree upon the calculation of the Closing Date Working Capital within 15 days after an Objection Notice is delivered to the Purchaser, the Shareholders and the Purchaser shall select a nationally recognized accounting firm mutually acceptable to them (the "Neutral Accountant") to resolve any remaining objections, the cost of which shall be paid by the party whose assertions regarding the amount of the Closing Date Working Capital differ by the greater amount from the Closing Date Working Capital determined by the Neutral Accountant. If Purchaser and the Shareholders are unable to select the Neutral Accountant within 10 days after the commencement of such selection process, the Neutral Accountant shall be KPMG (or its successor). The Shareholders and the Purchaser shall jointly instruct the Neutral Accountant to resolve any unresolved objections within 30 days after referral of the matter to them, and the determination by the Neutral Accountant of the Closing Date Working Capital, shall be conclusive and binding on the Purchaser and Shareholders absent fraud or manifest error. During the 30-day period following the Objection Notice, Shareholders and Purchaser shall each have access to the other party's working papers and similar materials prepared in connection with the Closing Date Balance Sheet and the Objection Notice, as the case may be.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Total Purchase Price $ --------------- IF FOR AN INDIVIDUAL: IF FOR AN ENTITY: Entity Name: -------------------- By: By: -------------------------------------- ----------------------------- Print Name: Print Name: ------------------------------ --------------------- Title: -------------------------- COMPANY: AGREED AND ACCEPTED AS TO _______________ SHARES EFFECTIVE AS OF ----------- ------------------------------. Atlas Mining Company a Idaho Corporation By: --------------------------------------- Xxxx Xxxxxxxx, President ATTACHMENT A ------------ Names and Addresses of Purchasers

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