Post-Closing Net Working Capital Adjustment. (i) Within sixty (60) calendar days after the Closing Date, Buyer shall deliver to Seller (A) an unaudited, consolidated balance sheet of Newco and the Sold Subsidiaries as of the Closing Date (which shall have been prepared in cooperation with the Chief Financial Officer of Newco) and (B) its calculation of the Net Working Capital as of the Closing Date, the Cash on Hand as of the Closing Date, Indebtedness as of the Closing Date and the Company Transaction Expenses as of the Closing Date, and the resulting recalculated Closing Consideration, in each case duly certified by Buyer as accurately setting forth Buyer's good faith determination of the information set forth therein, and together, in each case, with all reasonable supporting documentation (together, the "Closing Statement"). The Closing Statement shall be prepared in a manner consistent with the definition of the terms "Net Working Capital", "Cash on Hand", "Indebtedness", "Company Transaction Expenses" and "Closing Consideration" set forth in this Agreement, and "Net Working Capital" shall be prepared in a manner consistent with GAAP, and in a manner consistent with, and using the same principles, policies, methods and practices (including as to reserves and accruals) used in, the preparation of the Financial Statements to the extent such principles, policies, methods and practices are consistent with GAAP. Except as expressly set forth herein, the calculation of the Net Working Capital shall entirely disregard (x) any and all effects on the assets or liabilities of Newco, the Company and the Sold Subsidiaries as a result of the transactions contemplated hereby (including any purchase accounting adjustments) or any of the financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby, and (y) any of the plans, transactions or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to Newco, the Company and the Sold Subsidiaries or the Businesses or their assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities (other than those facts or circumstances, as the case may be, that are unique or particular to the assets or liabilities acquired directly or indirectly pursuant to the transactions contemplated by this Agreement).
Post-Closing Net Working Capital Adjustment. The Purchase ------------------------------------------- Price will be adjusted upward or downward, on a dollar-for-dollar basis, to reflect the increase or decrease, if any, in Net Working Capital as reflected on the Audited Closing Financial Statements from the Projected Net Working Capital (the "Net Working Capital Adjustment"). The Net Working Capital Adjustment shall be determined by referring to the Audited Closing Financial Statements. In the event that the Net Working Capital Adjustment results in an increase in the Purchase Price, then Empyrean Holdings shall pay such amount to the Stockholders in immediately available funds within 15 days of delivery of the Audited Closing Financial Statements as finally determined in accordance with Section 2.8 above. ----------- In the event that the Net Working Capital Adjustment results in a decrease in the Purchase Price, then the amount of any such decrease shall be payable to Empyrean Holdings (i) first, from the Escrow Sum in immediately available funds within 15 days of the final determination of the Net Working Capital Adjustment up to the aggregate cash portion of the Escrow Sum and (ii) second, the balance, if any, by the Stockholders in immediately available funds within 15 days of the final determination of the Net Working Capital Adjustment. All payments required to be paid by Stockholders or the Escrow Agent pursuant to this Section 2.9 shall be deemed to ----------- be a downward adjustment to the Purchase Price and shall not be controlled or limited by any provision contained in Article VIII hereof. ------------
Post-Closing Net Working Capital Adjustment. Within one hundred twenty (120) days following the Closing Date (“Collection Period”), Buyer will prepare and deliver to Seller a written statement (“Closing Report”) setting forth a calculation in reasonable detail of the Net Working Capital. The Closing Report shall include a schedule of all receivables not collected or not expected to be collected within the Collection Period, as described in Section 3.3(c)(x). Buyer and Seller shall work together in good faith for a period of sixty (60) days after the delivery of the Closing Report (“Review Period”) to resolve any disputes concerning the Closing Report. If Seller and Buyer fail to resolve all such matters in dispute within the Review Period, then within fifteen (15) days of the expiration of the Review Period, Seller and Buyer shall jointly select an independent mediator pursuant to Section 11.17(a). If Seller fails to notify Buyer of any disputes within the Review Period, the Closing Report (including the calculation of Net Working Capital) will be conclusive and binding on the Parties upon the expiration of the Review Period. If Seller notifies Buyer of agreement with any items in the calculation of Net Working Capital, such calculation will be conclusive and binding on the Parties immediately upon such notice. The Closing Report and the calculation of Net Working Capital, as finally determined pursuant hereto, will constitute the “Final Closing Report” and “Final Net Working Capital,” respectively, for purposes of this Agreement. The date on which the Final Closing Report is finally determined in accordance herewith, is referred to as the “Determination Date.” If, after final determination of the Final Closing Report pursuant hereto, the Final Net Working Capital is greater than the Target Net Working Capital, then Buyer shall, within three (3) Business Days after the Determination Date, make payment of such difference by wire transfer in immediately available funds to Seller. If, after final determination of the Final Closing Report pursuant hereto, the Final Net Working Capital is less than the Target Net Working Capital, then Seller shall, within three (3) Business Days after the Determination Date, make payment of such difference by wire transfer in immediately available funds to Buyer.
Post-Closing Net Working Capital Adjustment. The Purchase Price will ------------------------------------------- be adjusted upward or downward, on a dollar-for-dollar basis, to reflect the increase or decrease, if any, in Net Working Capital as reflected on the Audited Closing Financial Statements from the Projected Net Working Capital (the "Net Working Capital Adjustment"). The Net Working Capital Adjustment shall be determined by referring to the Audited Closing Financial Statements. In the event that the Net Working Capital Adjustment results in an increase in the Purchase Price, then Buyer shall pay such amount to the Company in immediately available funds within 15 days of delivery of the Audited Closing Financial Statements as finally determined in accordance with Section 2.12
Post-Closing Net Working Capital Adjustment. Within seventy five (75) days after the Closing Date, Buyer shall prepare and deliver to the Sellers a statement setting forth its calculation of Net Working Capital (the “Closing Net Working Capital”), which statement shall contain an unaudited combined balance sheet of the Companies as of the Closing Date, a calculation of Net Working Capital (the “Closing Net Working Capital Statement”) and a certificate of the Chief Financial Officer of Buyer that the Closing Net Working Capital Statement was prepared in accordance with GAAP applied on a consistent basis with the preparation of the Target Net Working Capital Statement.
Post-Closing Net Working Capital Adjustment. (i) As promptly as practicable, but in any event within forty-five (45) days after the Closing Date, Buyer will deliver to the Seller Representative: (A) an unaudited, consolidated balance sheet of Target and the Transferred Partnerships as of the Closing Date (the “Closing Date Balance Sheet”) and (B) its calculation of Net Working Capital as of the Closing Date, in each case duly certified by Buyer as setting forth Buyer’s good faith determination of Net Working Capital in accordance with the terms of this Agreement, and together, in each case, with reasonable supporting documentation (together, the “Closing Statement”). The Closing Statement shall be prepared in a manner consistent with the definition of the term “Net Working Capital” set forth in this Agreement and under GAAP, as applicable. The Closing Statement shall disregard: (x) except as expressly set forth herein, any and all effects on the assets or liabilities of Target and the Transferred Partnerships as a result of the transactions contemplated herein or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated herein; and (y) any of the plans, transactions or changes that Buyer intends to initiate or make, or cause to be initiated or made, after the Closing with respect to Target and the Transferred Partnerships or their respective businesses or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities.
Post-Closing Net Working Capital Adjustment a. Closing Balance Sheet – As soon as practicable, but in no event more than Ninety (90) days, after the Closing Date, Buyer will prepare and deliver to Seller Representative an unaudited balance sheet of Company as of immediately prior to the Effective Time (the “Closing Balance Sheet”), that includes a calculation and statement of: (1) Closing Date Cash; (2) Closing Date Indebtedness; (3) Current Assets; (4) Current Liabilities;
Post-Closing Net Working Capital Adjustment. Following the Closing Date, the Initial Closing Shares Purchase Price shall be adjusted, if at all, as set forth below:
Post-Closing Net Working Capital Adjustment. (i) As promptly as practicable, but in any event within ninety (90) days following the Merger Closing Date, the Purchaser shall deliver to Stockholder Representative the Closing Date Balance Sheet, together with a written statement setting forth the calculation of the Net Working Capital, as well as all related workpapers and supporting calculations reasonably requested by Stockholder Representative. The Closing Date Balance Sheet shall be prepared in accordance with and consistent with Exhibit B, and shall be accompanied by a written statement setting forth a calculation of the Net Working Capital as of 11:59 p.m. on the Business Day immediately prior to the Merger Closing Date. Stockholder Representative shall assist and cooperate with the Purchaser in all commercially reasonable respects in the preparation of the Closing Date Balance Sheet and the calculations of the Net Working Capital.
Post-Closing Net Working Capital Adjustment. (a) Within one hundred twenty (120) days following the Closing Date, the Buyer shall deliver to the Company a statement of the Closing Net Working Capital in accordance with the line items and format for such statement attached hereto as Exhibit D (the “Closing Net Working Capital Statement”), and the Adjustment Amount, if applicable, calculated in accordance with the terms of this Agreement, which Closing Net Working Capital Statement shall include an itemized list of each element of the assets and of the liabilities included in such calculations; provided, that, the Buyer may elect not to deliver a Closing Net Working Capital Statement, in which case the Final Closing Net Working Capital (as finally determined pursuant to this Section 2.7) shall be deemed to equal the Estimated Closing Net Working Capital. To the extent reasonably required by the Buyer in connection with the preparation of the Closing Net Working Capital Statement, the Company shall, and shall cause its Subsidiaries to, provide the Buyer with reasonable access (including electronic access, to the extent available) during normal business hours as the Buyer may reasonably request to the books and records of the Business and to the appropriate personnel or Representatives of the Company and its Subsidiaries (including, but not limited to, finance personnel).
