Pre-Closing Purchase Price Adjustment. Not less than three (3) Business Days prior to the Closing Date, an authorized officer of the Company shall provide to Parent a written statement containing (i) a balance sheet of the Company and its Subsidiaries as of the Effective Time (the “Estimated Closing Balance Sheet”) and, based thereon, the Company’s good faith estimate of (A) the Cash (the “Estimated Cash”), (B) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (C) Net Working Capital (the “Estimated Net Working Capital”), and (D) the Transaction Expenses as of immediately prior to the Effective Time (the “Estimated Transaction Expenses”), and (ii) after taking into account the determinations set forth in clause (i) hereof, the calculation of the Estimated Purchase Price. In preparing the Estimated Closing Balance Sheet and the calculation of the Estimated Purchase Price, all terms of an accounting or financial nature shall (a) be based exclusively on the facts and circumstances as they existed as of immediately prior to the Effective Time and shall exclude the effects of the Transactions, (b) be construed in accordance with GAAP (as modified by the Historical Accounting Practices), applied consistently with the Financial Statements, as modified by (c) the accounting policies and procedures and methodology set forth or reflected in Annex II (collectively, the “Policies and Procedures”); provided that, in the event of a conflict between clause (b) and clause (c), the Policies and Procedures shall control. In addition to the written statement provided pursuant to this Section 2.9, an authorized officer of the Company, with the approval of the Blocker Seller, shall provide to Parent a final Payment Schedule based on the Estimated Purchase Price; provided, that the Blocker Seller agrees that such consent shall not be unreasonably withheld and it shall be deemed unreasonable if Blocker Seller withholds approval of the final Payment Schedule for changes thereto that give effect to the provisions of this Agreement, the Redemption and/or the Company LLC Agreement.
Pre-Closing Purchase Price Adjustment. The Purchase Price shall be adjusted prior to the Closing as follows:
Pre-Closing Purchase Price Adjustment. (a) It is the intention of the parties hereto that current assets shall equal current liabilities as of the Closing Date.
Pre-Closing Purchase Price Adjustment. (a) On a date specified by Sellers' Representative, which must be a date not less than three (3) nor more than five (5) business days prior to the Closing Date (the "Adjustment Estimation Date"), Sellers' Representative, on behalf of Sellers, shall cause Gentek Holdings to prepare and deliver to Sellers' Representative and Purchaser a statement (the "Estimated Adjustment Amount Statement") setting forth a good faith estimate of Closing Indebtedness, less Cash as of the close of business on the Closing Date ("Estimated Closing Net Indebtedness") determined in accordance with the accounting principles utilized in the preparation of the Reference Balance Sheet.
Pre-Closing Purchase Price Adjustment. (a) At least three (3) Business Days prior to the Closing Date, Wxxxx US shall provide to Cxxxxxx and US Purchaser the Estimated US Net Working Capital, without giving effect to any of the transactions contemplated hereby, in the form of Schedule 2.3(a), together with related supporting schedules, calculations and documentation and, if any, the resulting Estimated US Working Capital Overage or Estimated US Working Capital Underage. On the Closing Date, the Purchase Price shall be adjusted by either (i) increasing the Asset Purchase Price by the Estimated US Working Capital Overage or decreasing the Asset Purchase Price by the Estimated US Working Capital Underage.
Pre-Closing Purchase Price Adjustment. At least three (3) days prior to the Closing Date, the Seller Representative shall deliver to Purchaser an estimate (the “Working Capital Estimate”) of the Net Working Capital as of the close of business on the day immediately preceding the Closing Date without giving effect to any of the transactions contemplated hereby and determined in accordance with the Applicable Accounting Principles, together with related supporting schedules, calculations and documentation and any resulting Working Capital Overage or Working Capital Deficiency. A “Working Capital Overage” shall exist when (and shall be equal to the amount by which) the Working Capital Estimate exceeds the Target Working Capital, which amount shall be added to the Base Price as contemplated in the definition of Closing Payment contained in Article X. A “Working Capital Deficiency” shall exist when (and shall be equal to the amount by which) the Target Working Capital exceeds the Working Capital Estimate, which amount shall be subtracted from the Base Price as contemplated in the definition of Closing Payment contained in Article X.
Pre-Closing Purchase Price Adjustment. At least five (5) days prior to the Closing Date, the Company shall deliver to Buyer a good faith estimate (the “Working Capital Estimate”) of the Net Working Capital as of the Closing without giving effect to any of the transactions contemplated hereby (other than any cash dividend contemplated by Section 1.7) and determined in accordance with the Applicable Accounting Principles, together with related supporting schedules, calculations and documentation which Working Capital Estimate shall be reasonably acceptable to Buyer and any resulting Working Capital Overage or Working Capital Underage. Notwithstanding the foregoing, Buyer and Seller agree that in the event that the Closing occurs on November 26, 2012, the Working Capital Estimate will be $7,571,537. Solely for illustrative purposes, Section 1.5 of the Disclosure Schedule sets forth Seller’s reasonably detailed estimation of the Working Capital Estimate as of September 29, 2012. A “Working Capital Overage” shall exist when (and shall be equal to the amount by which) the Working Capital Estimate exceeds the Target Working Capital. A “Working Capital Underage” shall exist when (and shall be equal to the amount by which) the Target Working Capital exceeds the Working Capital Estimate. The Aggregate Consideration payable at Closing shall be increased by the amount of any Working Capital Overage or decreased by the amount of any Working Capital Underage.
Pre-Closing Purchase Price Adjustment. On the Business Day prior to the Closing Date, the Seller shall deliver to the Buyer a written good faith estimate of the cash and Cash Equivalents of the Seller as of Closing (the “Cash Estimate”), together with reasonable supporting documentation used by the Seller to prepare the same. If the Cash Estimate is less than the Restricted Cash Amount, the Buyer shall increase the principal amount of the Buyer Note in an amount equal to such shortfall (the “Cash Shortfall”). If the Cash Estimate is more than the Restricted Cash Amount, the Buyer shall decrease the principal amount of the Buyer Note in an amount equal to the difference between the Cash Estimate and the Restricted Cash Amount.”
Pre-Closing Purchase Price Adjustment. Not later than three business days prior to the Closing, Seller shall deliver to Buyer a good faith estimate of the balance sheet of the Company as of the Closing Date (the "CLOSING BALANCE SHEET"). At the Closing, (a) if the book value of the Transferred Assets as set forth on the Closing Balance Sheet (the "CLOSING BOOK VALUE AMOUNT") exceeds the December Book Value Amount, the Purchase Price shall be increased by the amount of such excess, or (b) if the Closing Book Value Amount is less than the December Book Value Amount, the Purchase Price shall be decreased by the amount of such
Pre-Closing Purchase Price Adjustment. Not later that five (5) Business Days prior to the Closing Date, the Vendor shall prepare and deliver to the Purchaser (i) a draft Balance Sheet and (ii) a schedule setting forth the Vendor’s good faith estimate of the Working Capital Amount (the “Estimated Working Capital Amount”), in each case prepared in accordance with the methodology set forth in Section 3.6. To the extent that the Estimated Working Capital Amount is less than the Base Working Capital Amount, the Base Amount payable at Closing shall be decreased by the amount of such deficiency, up to a maximum reduction of One Million Five Hundred Thousand Dollars ($1,500,000).
