Working Capital Adjustment. (a) On or about the Closing Date (but in no event more than five (5) days before the Closing Date), Buyers and Sellers agree that Sellers’ representatives from McGladrey & Xxxxxx, LLP shall conduct a physical inventory of the Business as of the Closing Date (the “Physical Inventory”), and Buyers and their representatives shall be allowed full, unconditional observation rights of the Physical Inventory. As promptly as practicable after the Physical Inventory (but in no event later than sixty (60) days after the Closing Date), Sellers shall prepare and deliver to Buyers a statement (the “Closing Date Statement”) setting forth a calculation, with reasonable supporting written documentation detail (including, but not limited to, supporting schedules setting forth in reasonable detail all assets and liabilities included therein (including such detail regarding the Inventory) for the determination of Net Working Capital as of the close of business (Eastern Time) on the Closing Date (the “Actual Net Working Capital”). The Closing Date Statement shall be prepared as of the close of business (Eastern Time) on the Closing Date in accordance with Exhibit B, or to the extent not addressed by Exhibit B, GAAP (as in effect as of the Closing Date). Until such time as the calculation of the amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.8, Buyers and their accountants shall be permitted to discuss with Sellers and their accountants the proposed Closing Date Statement, and shall be provided copies of, and have reasonable access, at the cost and expense of the Buyers, upon reasonable notice at times during normal business hours to, the work papers and supporting records of Sellers and their Affiliates and their respective accountants so as to allow Buyers and their accountants to become fully informed concerning the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith.
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 Purchas...
Working Capital Adjustment. (a) The “
Working Capital Adjustment. (i) At the Closing, the Seller shall deliver to the Buyer an unaudited balance sheet of the Company (the “Preliminary Balance Sheet”) as at the Closing together with a certificate of the Seller stating that the Preliminary Balance Sheet was prepared in accordance with GAAP so as to present fairly in all material respects the financial condition of Company as of such date.
Working Capital Adjustment. 5 Section 2.3
Working Capital Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows:
Working Capital Adjustment. (a) For purposes of this Section 2.2, the following terms shall have the following meanings:
Working Capital Adjustment. (i) The Purchase Price shall be adjusted to reflect a normal level of cash and Working Capital (as defined below) as outlined in this Section 1.5(b). “
Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing.
