Post-Closing Working Capital Adjustment. (a) Within 60 days after the Fountain Distribution Date, Fountain shall prepare and deliver to Trident a statement (the “Statement”), setting forth (i) the Current Assets minus the Current Liabilities of the Fountain Business as of the close of business on the day prior to the Fountain Distribution Date (and after giving effect on such date to the completion of the reorganization contemplated by the Step Plan as of the Effective Time, including any related cash movements) (“
Post-Closing Working Capital Adjustment. (a) As soon as reasonably practicable following the Closing Date, and in any event within 60 days thereafter, Buyer shall prepare and deliver to Parent a calculation of Net Working Capital as of the Closing Date, together with reasonably detailed supporting information (the “Net Working Capital Statement”).
Post-Closing Working Capital Adjustment. (a) Within 45 days following the Closing Date, SE Transmission shall deliver to Spectra MLP its estimate of Final Net Working Capital.
Post-Closing Working Capital Adjustment. (a) Within 30 days after the Closing Date, Sellers shall deliver to Buyer a preliminary balance sheet of the Purchased Assets and the Assumed Liabilities as of the Closing Date, prepared in accordance with GAAP consistently applied (the "Preliminary Closing Balance Sheet"), and a calculation of net working capital included in the Purchased Assets and the Assumed Liabilities, prepared in accordance with GAAP consistently applied ("Preliminary Net Working Capital") which shall quantify in reasonable detail the items constituting Current Assets that are included in the Purchased Assets and the items constituting Current Liabilities that are included in the Assumed Liabilities and which shall exclude from the calculation the Excluded Assets and Excluded Liabilities. Buyer will give the Sellers and their representatives reasonable access to the Books and Records of the Purchased Assets and the Assumed Liabilities for the purpose of preparing the Preliminary Closing Balance Sheet. Buyer and its representatives shall review the Preliminary Closing Balance Sheet, which review shall be completed within 90 days after the Closing Date. During such period of time Buyer may dispute the Preliminary Closing Balance Sheet only with regard to the calculation of Preliminary Net Working Capital. If Buyer shall raise any dispute relating to the calculation of Preliminary Net Working Capital, Buyer, the Sellers and their respective representatives shall use their reasonable best efforts to promptly resolve any such dispute and reach agreement in good faith on the calculation of Preliminary Net Working Capital. If such agreement has not been reached within 30 days (or longer, as mutually agreed by the parties) after delivery of a dispute notice by Buyer, Buyer and the Sellers shall submit the disagreement to a nationally recognized independent accounting firm (other than Buyer's, Guarantor's or any Seller's accountants) jointly selected by Buyer and the Sellers. The resolution by such firm of such disagreement and its determination of the amount of the Preliminary Net Working Capital shall be completed as promptly as practicable and shall be final and binding upon Buyer and the Sellers. The Preliminary Net Working Capital as finally determined in accordance with this Section 2.8(a) shall be referred to as "Final Net Working Capital." The Preliminary Closing Balance Sheet as finally determined in accordance with this Section 2.8(a) shall be referred to as "Closing Balance Sheet....
Post-Closing Working Capital Adjustment. Upon the Final Closing Balance Sheet being deemed final, binding and conclusive pursuant to Section 2.3(a)(iii), an adjustment to the Cash Purchase Price shall be made as follows (the “Working Capital Adjustment”):
Post-Closing Working Capital Adjustment. (a) As soon as reasonably practicable following the Closing Date, and in no event more than 30 Business Days thereafter, Buyer shall cause the Company to prepare and deliver to Buyer, Parent and Maestro the Adjustment Amount Balance Sheet, together with schedules calculating the Working Capital Amount, including a separate listing, by account, of the total accounts receivable of the Company outstanding as of the Closing (the "Closing Accounts Receivable List") and any payments required under Section 1.4(e), and setting forth such calculations in reasonable detail (collectively, the "Adjustment Amount Documents"). The parties shall consult with one another and cooperate with each other in the preparation of the Adjustment Amount Documents in accordance with this Section 1.4, and Buyer shall cause the Company to provide access to such working papers and information relating to the preparation thereof as reasonably requested by the parties.
Post-Closing Working Capital Adjustment. (a) Within ninety (90) days after the Closing, Purchaser shall prepare and deliver to Representative a statement setting forth its calculation of Closing Working Capital (the “Closing Working Capital Statement”). After receipt of the Closing Working Capital Statement, Representative shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Representative and its accountants shall have full access to the books and records of the Company, the personnel of and work papers prepared by Purchaser and/or its accountants to the extent that they relate to the Closing Working Capital Statement; provided, that such access shall be in a manner that does not interfere with the normal business operations of Purchaser and the Company.
Post-Closing Working Capital Adjustment. (i) Not more than sixty (60) days after the Closing Time, the Purchaser shall deliver to Xxxxxxx Xxx, M.D. (the “Company Representative”) a net working capital statement of the Company as of the Closing Time (the “Net Working Capital Statement”) prepared in accordance with generally accepted accounting principles (“GAAP”). The Net Working Capital, as defined in Section 3.4(b)(ii), of the Company reflected on the Net Working Capital Statement is referred to herein as the “Final Closing Time Working Capital Position.” The cash component of the Final Closing Time Working Capital Position shall be at least One Hundred Thousand and No/100 Dollars ($100,000). Subject to Sections 3.4(b)(iv) and (v) hereof, within ten (10) business days after the delivery of the Net Working Capital Statement, the Company or the Purchaser as the case may be, shall pay the Purchaser or the Company as the case may be, the amount by which the Agreed Closing Time Working Capital Position, as defined in Section 3.4(b)(iii) differs from the Final Closing Time Working Capital Position by more than Twenty Thousand and No/100 Dollars ($20,000) (the “Band Amount”). For the avoidance of doubt, if the Final Closing Time Working Capital Position exceeds the Agreed Closing Time Working Capital Position by more than Twenty Thousand and No/100 Dollars ($20,000), then the Purchaser shall pay the difference, less the Band Amount, to the Company. If the Final Closing Time Working Capital is less than the Agreed Closing Time Working Capital Position by more than Twenty Thousand and No/100 Dollars ($20,000), then the Company shall pay the difference, less the Band Amount, to the Purchaser. All payments under this Section 3.4(b)(i), as applicable, shall be by wire transfer in immediately available funds to a bank account designated by the Purchaser or the Company, as the case may be.
Post-Closing Working Capital Adjustment. (a) Within sixty (60) days after the Closing Date, Buyer will prepare and deliver to Seller an unaudited consolidated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and a written statement (together with the Closing Balance Sheet, the “Closing Statement”) (i) setting forth Buyer’s calculations of the Closing Net Working Capital and the amount (if any) by which Closing Net Working Capital exceeds the Target Closing Net Working Capital or the amount (if any) by which the Target Closing Net Working Capital exceeds Closing Net Working Capital and (ii) detailing the amounts for each category of current assets or current liabilities set forth in Schedule A during such sixty (60) day period used to calculate the Closing Net Working Capital.
Post-Closing Working Capital Adjustment. (a) Within 60 days after the Closing Date, the Seller will prepare and deliver to the Purchaser a written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Business as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) the Seller’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet (the “Final Closing Net Working Capital”) and (iii) the Seller’s calculation of the amount of any payments required pursuant to Section 2.7(g) (the “Adjustment Calculation”). The Closing Balance Sheet and Final Closing Net Working Capital will be prepared in accordance with Schedule 2.7(a).
