Working Capital Adjustment Sample Clauses

Working Capital Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (as hereinafter defined) is less than $1,000,000 on the Closing Date (the "Closing Adjusted Working Capital Amount"). The Company's Adjusted Working Capital shall mean the Company's current assets, less: (i) the portion of trade receivables that are more than 100 days past the original invoice date; (ii) an aggregate amount of Inventory exceeding $475,000; (iii) promissory notes or other amounts due from employees or Affiliates of the Company; and (iv) the Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Adjusted Working Capital Amount. The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount (the "Accountants' CAWCA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CAWCA Report to the Seller no later than sixty (60) days following the Closing Date. The determination of the Closing Adjusted Working Capital Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CAWCA Report within fifteen (15) days following their receipt of the Accountants' CAWCA Report. The Seller's objection, if any, to the Accountants' CAWCA Report (the "Seller's CAWCA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CAWCA Report and the Seller's calculation of the Closing Adjusted Working Capital Amount. Within ten (10) days after receipt of the Seller's CAWCA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CAWCA Response Notice"). If the Seller does not object to the Accountants' CAWCA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CAWCA Report, then the adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business da...
Working Capital Adjustment. (a) (i) Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Statement”) setting forth Working Capital as of the close of business on the Closing Date (“Closing Working Capital”), which statement shall be prepared in accordance with the requirements of this Section 2.02.(ii) During the 45-day period following Seller’s receipt of the Statement, Seller shall be permitted to review the working papers of Buyer relating to the Statement. The Statement shall become final and binding upon the parties on the forty-fifth (45th) day following delivery thereof, unless Seller gives written notice of its disagreement with the Statement (“Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted and (B) only include disagreements based on whether the Seller Accounting Policies were used correctly, based on whether if none of the Seller Accounting Policies applies to a particular adjustment in the Statement, whether that adjustment is consistent with the Company’s historical practices, based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 2.02. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with clause (1) or (2) below) shall become final and binding upon Seller and Buyer on the earlier of (1) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (2) the date any disputed matters are finally resolved in writing by the Accounting Firm.(iii) During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to a nationally recognized independent accounting firm mutually agreed upon by Seller and Buyer (the “Accounting Firm”) for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The scope of the Accounting Firm’s review shall be limited to only those matters which remain in dispute and which were properly included in the Notice of Disagreement. Seller and Buyer shall use reasonable efforts to c...
Working Capital Adjustment. No later than the fourth Business Day prior to the Closing Date, the Sellers shall prepare and deliver to the Buyer an officer’s certificate, certifying as to the estimated Working Capital as of the close of business on the Sunday immediately preceding the Closing Date (the “Estimated Working Capital Amount”), which certificate shall be accompanied by a statement of the Estimated Working Capital Amount prepared from the books and records of the Companies in accordance with GAAP and in a manner consistent with the preparation of the Financial Statements. The Purchase Price payable at the Closing shall be increased, on a dollar for dollar basis, to the extent the Estimated Working Capital Amount is greater than zero (0), or decreased on a dollar for dollar basis, to the extent the Estimated Working Capital Amount is less than zero (0). The parties agree and acknowledge that, for purposes of the adjustments to the Purchase Price contemplated by this Section 2.2, notwithstanding the treatment thereof under GAAP, the proceeds to be received by LBO under the Business Agreement, dated as of August , 2006, with Bearfoot Creek, LLC shall not be treated as deferred income but shall instead be included (in the amount of $450,000) in the Companies’ current assets.
Working Capital Adjustment. If the Closing Date occurs after September 30, 2005, Buyer, Members and the Seller Group Companies agree that there shall be a working capital adjustment to the Purchase Price (the “Working Capital Adjustment”), calculated pursuant to this Section 2.11. The Working Capital Adjustment shall increase the Purchase Price to the extent the Current Assets as of the Closing Date exceed the sum of the Trade Payables as of the Closing Date and Twenty One Million Five Hundred Thousand Dollars ($21,500,000). The Working Capital Adjustment shall decrease the Purchase Price to the extent the sum of the Trade Payables as of the Closing Date and Twenty One Million Five Hundred Thousand Dollars ($21,500,000) exceeds the Current Assets as of the Closing Date. Seller Group Companies shall deliver the Closing Trial Balance to Buyer within ten (10) business days after the Closing. Within ten (10) business days following (i) the expiration of the ten (10) business day period for giving the Dispute Notice (as defined below), if no such Dispute Notice is given, or (ii) the resolution of any disputes pursuant to this Section 2.11, the parties shall make any payment required under this Section 2.11. Past-due amounts owing under this Section 2.11 shall bear interest at a rate of ten percent (10%) per annum from the date payment is due until the date of payment.If the Closing Date occurs on or before September 30, 2005, there shall be no Working Capital Adjustment.In the event that Buyer, in good faith, disputes the Closing Trial Balance or the Working Capital Adjustment, Buyer shall notify the Member Representative in a writing setting forth in detail the items, amount, nature and basis of such dispute (a “Dispute Notice”), within ten (10) business days after receipt of the Closing Trial Balance. In the event of such dispute, Member Representative and Buyer shall first use their diligent good-faith efforts to resolve such dispute between themselves. If Member Representative and Buyer are unable to resolve any items in dispute within twenty (20) business days after delivery of the Dispute Notice, then such unresolved items in dispute shall be submitted to an independent nationally recognized accounting firm with no material relationship to any party hereto (such accounting firm shall be referred to as the “Arbitrator”). Within thirty (30) business days, the Arbitrator shall determine the remaining disputed items and report to Member Representative and Buyer in writing with respect t...
Working Capital Adjustment. (a) Within 180 days of the Closing Date, Purchaser shall deliver to Seller an unaudited statement of the Net Closing Date Working Capital of Seller (the “Preliminary Net Working Capital Statement”). The Preliminary Net Working Capital Statement shall be prepared in accordance with Schedule 1.1G. (b) Within 45 days after March 31, 2009, Purchaser shall deliver to Seller a statement (the “Updated Working Capital Statement”) of Net Closing Date Working Capital of Seller prepared in accordance with Schedule 1.1G (the “Updated Net Closing Date Working Capital”). (c) Seller shall have 30 days after delivery of each of the Preliminary Net Working Capital Statement and Updated Working Capital Statement by Purchaser to review the same, and to propose any adjustments thereto. During such period, Purchaser shall provide Seller with reasonable access to the books and records of Purchaser which are reasonably related to the Preliminary Net Working Capital Statement or Updated Working Capital Statement, as applicable. All adjustments proposed by Seller shall be set out in a written statement delivered to Purchaser (the “Adjustment Statement”) and shall be incorporated into the Preliminary Net Working Capital Statement or Updated Working Capital Statement, as applicable, except for such proposed adjustments to which Purchaser objects within 20 days of delivery thereof to Purchaser. The failure of Seller to deliver such Adjustment Statement within said 30-day period will constitute Seller’s acceptance of the Preliminary Net Working Capital Statement or Updated Working Capital Statement, as applicable, as prepared by Purchaser. If Purchaser objects to the Adjustment Statement within said 20-day period (the adjustments to which Purchaser objects being referred to herein as the “Contested Adjustments”), Purchaser and Seller shall attempt to resolve the dispute regarding the Contested Adjustments. If a final resolution thereof is not reached within ten Business Days of Seller’s receipt of Purchaser’s objections thereto, either Purchaser or Seller shall thereafter be entitled to refer any remaining Contested Adjustments to a nationally recognized accounting firm acceptable to Purchaser and Seller or, in the absence of agreement on the accounting firm within 5 days of notice by either Purchaser or Seller of intent to initiate such a referral, to Grant Thornton LLP (the firm so engaged, the “Independent Accounting Firm”). If there is a referral to the Independent Accounting Firm...
Working Capital Adjustment. Within 60 days following the Closing, KPMG Peat Marwick LLP or such other firm of independent public accountants mutually agreed by the Investor and the Company (the "Accounting Firm") shall (i) on a basis consistent with U.S. generally accepted accounting principles as applied in the Financial Statements (as defined in Section 3.6) ("GAAP") (x) determine the Net Current Assets (as defined below) and the Net Liabilities (as defined below) of the Business as of the Effective Date (the "Current Asset Calculation") and (y) determine the amount of the Adjustment (as defined below), if any, and (ii) deliver a letter (the "Accountant's Certificate") (x) setting forth the calculation of the Adjustment and its components and (y) certifying that each of such calculations was made in compliance with this Section 1.3(f) Such determinations and calculations shall be conclusive absent manifest error. If the Adjustment is a positive number in excess of $1,000,000, CNCO shall pay such excess to the Company within three (3) business days following delivery of the Accountant's Certificate. If the Adjustment is a negative number, the absolute value of which is greater than $1,000,000, the Company shall pay such excess to CNCO within three (3) business days following delivery of the Accountant's Certificate. All payments pursuant to this Section 1.3(f) shall be by wire transfer of immediately available funds (or by interbank transfer, if applicable). For purposes of this Section 1.3(f),
Working Capital Adjustment. (a) Prior to the Closing Date, but in no event more than three business days prior to the Closing Date, the Company will prepare and deliver to Purchaser an estimate of the Net Working Capital (the "Estimated Net Working Capital") as of the Closing Date. The Estimated Net Working Capital will be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis, taking into account the adjustments provided for in Schedule 1.4 (the "Working Capital Accounting Principles"). If the Estimated Net Working Capital is less than the amount set forth in Schedule 1.4 (the "Target Net Working Capital"), then the Base Purchase Price will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is greater than the Target Net Working Capital, then the Base Purchase Price will be increased by the amount of such difference.(b) (i) As promptly as practicable after the Closing Date (but in no event more than 45 days thereafter), Purchaser will deliver to the Shareholder Representative a certificate setting forth the calculation by Purchaser of the Net Working Capital as of the Closing Date in sufficient detail to permit the Shareholder Representative and the Shareholders' independent auditors to verify that calculation. The Net Working Capital will be prepared in accordance with the Working Capital Accounting Principles. Within 30 days after the Shareholder Representative's receipt of Purchaser's calculation of Net Working Capital, the Shareholder Representative will provide Purchaser written notice (in reasonable detail) indicating whether the Shareholder Representative disagrees with the calculation of Net Working Capital. If the Shareholder Representative fails to object in writing to the calculation of Net Working Capital within that 30-day period, the Shareholders will be deemed conclusively to have agreed to that calculation and that calculation will be final and binding upon Purchaser and the Shareholders absent fraud or manifest error.(ii) Within ten days after Purchaser's receipt of notice from the Shareholder Representative of the Shareholders' disagreement with the calculation of Net Working Capital, Purchaser and the Shareholder Representative will negotiate in good faith to resolve such disagreement. If the disagreement is resolved within the 10-day period, the Net Working Capital amount agreed to by the Shareholder Representative and Purchaser will be deemed conclusively to be the ...
Working Capital Adjustment. The amount, if any, payable -------------------------- by ACN Holdings pursuant to Section 2.4(c), by wire transfer of immediately available funds to an account of Capstar or at the direction of Capstar;
Working Capital Adjustment. After the determination of the Final Closing Working Capital, the Purchase Price shall be adjusted as follows:
Working Capital Adjustment. If the Final Working Capital Amount (mutually agreed to by Parent and the Company pursuant to the terms of clause (b) above or set forth in the Arbiter Report) is less than 90% of the “estimated working capital” amount set forth, for the relevant Calculation Month-End, in Section 4.6 of the Company Disclosure Letter (the “Estimated Working Capital Amount”), then the Aggregate Cash Consideration shall be reduced by the amount of the entire shortfall from the Estimated Working Capital Amount (plus one-half of the amounts of fees and expenses of the Arbiter, if any) (any such amount, the “Working Capital Shortfall”), in accordance with Section 4.1(a) of this Agreement. If the Final Working Capital Amount (mutually agreed to by Parent and the Company pursuant to the terms of clause (b) above or set forth in the Arbiter Report) is greater than 110% of the Estimated Working Capital Amount, then the Aggregate Cash Consideration shall be increased by the amount of the entire excess over the Estimated Working Capital Amount (minus one-half of the amounts of fees and expenses of the Arbiter, if any) (any such amount, the “Working Capital Excess”) in accordance with Section 4.1(a) of this Agreement. Any such reduction or increase in the Aggregate Cash Consideration may hereinafter be referred to as the “Working Capital Adjustment.”