Working Capital Adjustment Clause Samples
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Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror.
(b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount.
(c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement.
(d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounti...
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.
(b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provid...
Working Capital Adjustment. (a) As promptly as practicable, but in any event not more than 30 days following the Closing Date, Alpine, together with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Alpine's independent accounting firm ("ALPINE'S ACCOUNTANTS"), shall prepare, at Alpine's expense, a statement of the Working Capital (as defined below) of Premier and Premier's consolidated Subsidiaries as of the Closing Date in accordance with U.S. generally accepted accounting principles, applied on a consistent basis (the "PRELIMINARY WORKING CAPITAL STATEMENT").
(b) After the Closing Date and during the period of any dispute under subsection (c) below, ▇▇▇▇▇▇▇ shall provide Alpine and Alpine's Accountants full access, upon reasonable notice, to the books and records of Premier, and to its officers and employees, and shall cooperate fully with Alpine and Alpine's Accountants, in each case to the extent required in connection with the preparation of the Preliminary Working Capital Statement and any investigation of the basis for any dispute; PROVIDED, HOWEVER, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of Premier and its Subsidiaries.
(i) ▇▇▇▇▇▇▇ may dispute the Preliminary Working Capital Statement by notifying Alpine in writing setting forth, in reasonable detail, the basis for such dispute, within 10 days after ▇▇▇▇▇▇▇'▇ receipt of the Preliminary Working Capital Statement. In the event of such a dispute, Alpine's Accountants and KPMG Peat Marwick, ▇▇▇▇▇▇▇'▇ independent accounting firm ("▇▇▇▇▇▇▇'▇ ACCOUNTANTS"), shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on Alpine and ▇▇▇▇▇▇▇.
(ii) If Alpine's Accountants and ▇▇▇▇▇▇▇'▇ Accountants are unable to reach a resolution with such effect within 20 days after the date of receipt of ▇▇▇▇▇▇▇'▇ written notice of dispute to Alpine, Alpine and ▇▇▇▇▇▇▇ shall submit any items remaining in dispute that are contained in such notice for resolution to an independent accounting firm of national reputation mutually appointed by Alpine and ▇▇▇▇▇▇▇ (the "INDEPENDENT ACCOUNTING FIRM"), which shall, within 30 days after such submission, determine and report to Alpine and ▇▇▇▇▇▇▇ upon such remaining disputed items, and such report shall be final, binding and conclusive on Alpine and ▇▇▇▇▇▇▇. The fees and disbursements of the Independent Accounting Firm shall be borne by Alpine and ▇▇▇▇▇▇▇ in the proportion ...
Working Capital Adjustment. (i) For all purposes of and under this Agreement, the term “Working Capital” shall mean (x) the value of the current assets of the categories described on Schedule E hereto of the Acquired Companies and the Acquired Assets, minus (y) the value of the current liabilities of the categories described on Schedule F hereto of the Acquired Companies and included in the Assumed Liabilities.
Working Capital Adjustment. For purposes of this Section 7.7, the following terms shall have the following meanings:
Working Capital Adjustment. (1) The Vendors and the Purchaser agree to use all reasonable efforts to cause the Chief Financial Officer of the Company to prepare and deliver to the Purchaser and the Vendors, as soon as reasonably practicable after March 31, 1997, a statement of the consolidated working capital of the Company as at March 31, 1997 (the "Working Capital Statement"). The Working Capital Statement shall be prepared substantially in the form of the Forecast Working Capital Statement and shall be prepared on a basis consistent with the basis on which the Forecast Working Capital Statement was prepared (including that each line item of the Working Capital Statement reflects the same ledger accounts used to calculate the corresponding line item in the Forecast Working Capital Statement, with no changes to accruals or reserves other than in the normal course for Taxes relating to periods after December 31, 1996 and with no inclusion of cash received by Holdco on or prior to March 31, 1997 in respect of the subscription price for the common shares to be issued to Investco or the Management Vendors).
(2) If the Net Working Capital Deficiency as reflected in the Working Capital Statement prepared in accordance with Section 2.4(a), (i) exceeds $8,989,000, each Vendor shall pay its Pro Rata Share of the amount of such excess to the Purchaser or (ii) is less than $7,989,000, the Purchaser shall pay to each Vendor that Vendor's Pro Rata Share of the amount by which the Net Working Capital Deficiency is less than $7,989,000. Any payment required by this Section 2.4 shall be deemed to be an adjustment to the Purchase Price and shall be made promptly following finalization of the Working Capital Statement (taking into account the resolution of any objection made in accordance with the following provisions of this Section 2.4) by delivery to the party entitled thereto of a certified cheque or bank draft, drawn on a Canadian chartered bank in immediately available funds, payable to such party.
(3) The Purchaser and Investco shall have a period of 10 days following the date of receipt of the Working Capital Statement to review and raise any objection to the same. For the purposes of such review, the Purchaser and Investco and their authorized representatives shall have full access to the Chief Financial Officer of the Company and all working papers, ledgers, schedules and other documentation that were used or relied upon in connection with the preparation of the Working Capital Statement. I...
Working Capital Adjustment. The parties acknowledge that the Total Parent Share Amount is based upon a presumed working capital of the Company as of December 31, 1999 equal to (($850,000)) (the "Presumed Company Working Capital"). For purposes of this Section 2.2, the working capital of the Company shall be equal to the Company's consolidated current assets less its consolidated current liabilities plus (i) the amount accrued as a current expense in respect of amounts payable by the Company under the Non-Negotiable Note, dated October 1, 1999, of the Company and the Stockholders issued to ▇▇▇▇▇▇ ▇▇▇▇▇ (the "▇▇▇▇▇ Note") and (ii) the accrued amount of any Transaction Costs (as defined in Section 10.1 hereof). The Stockholders agree to work with Alloy and the Company to produce an audited balance sheet as of December 31, 1999 and related audited statements of income and expense for the year ended December 31, 1999 (the "Audited 1999 Financial Statements") as soon as practicable after the Effective Time. If the Actual Company Working Capital (as defined below) as of December 31, 1999 is less than the Presumed Company Working Capital, then the Total Parent Share Amount shall be reduced by an amount (the "Working Capital Adjustment Factor") equal to the nearest whole number obtained by dividing (A) the difference between the Presumed Company Working Capital and the Actual Company Working Capital by (B) the Stipulated Price. In addition, if ▇▇▇▇ ▇▇▇▇▇▇ or Alloy shall be required to make any expenditures in excess of $50,000 in connection with the preparation of the Audited 1999 Financial Statements and the audit of the Company's financial statements for the fiscal years ended December 31, 1997 and 1998 (the "Extraordinary Audit Expenses"), then the Total Parent Share Amount shall be reduced by an amount (the "Audit Expense Adjustment Factor") equal to the nearest whole number obtained by dividing (A) the amount of the Extraordinary Audit Expenses by (B) the Stipulated Price; provided, that the Stockholders may elect to pay the amount of the Extraordinary Audit Expenses in cash to the extent necessary to preserve the tax free nature of the Merger. The Total Parent Share Amount, as reduced by the Working Capital Adjustment Factor and the Audit Expense Adjustment Factor, if any, together with the Cash Amount, shall be the "Merger Consideration." As soon as practicable after the completion by the Company of the Audited 1999 Financial Statements, the Company and each of the Stockholders shall d...
Working Capital Adjustment. (a) The Purchase Price has been established by the parties on the basis and with the understanding that Working Capital will be Two Hundred Fourteen Thousand Nine Hundred Dollars ($214,900.00) (the “Working Capital Target”). Accordingly, if Working Capital is greater than the Working Capital Target, the Purchase Price will be increased on a dollar-for-dollar basis by 55% of the amount of such excess (a “Working Capital Surplus Amount”), and if Working Capital is less than the Working Capital Target, the Purchase Price will be decreased on a dollar-for-dollar basis by 55% of the amount of such deficit (a “Working Capital Shortfall Amount”).
(b) At least two Business Days prior to Closing, the Sellers’ Representative will deliver or cause to be delivered to Buyer a certificate, duly signed by ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ on behalf of the Company (the “Working Capital Estimate Certificate”), setting forth the Company’s good faith PR01/ 1471369.15 estimate of Working Capital (“Estimated Working Capital”). If the Estimated Working Capital is greater than the Working Capital Target, the amount of such excess is an “Estimated Working Capital Surplus Amount”. If the Estimated Working Capital is less than the Working Capital Target, the amount of such deficit is an “Estimated Working Capital Shortfall Amount”. The Closing Cash Payment will reflect an increase on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Surplus Amount or a decrease on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Shortfall Amount, as the case may be.
(c) Within 90 days after the Closing Date, Buyer will deliver to the Sellers’ Representative a certificate (the “Buyer’s Working Capital Certificate”) setting forth Buyer’s calculation of the final Working Capital (the “Buyer’s Working Capital Calculation”).
(d) The Working Capital Estimate Certificate and the Buyer’s Working Capital Certificate will be prepared and calculated in accordance with GAAP applied consistently and in accordance with the Accounting Policies set forth on Exhibit 1.01.
(e) (1) During the 45-day period following receipt by the Sellers’ Representative of the Buyer’s Working Capital Certificate, Buyer will provide the Sellers’ Representative access to the working papers and other information supporting the calculation of the Buyer’s Working Capital Calculation. The Buyer’s Working Capital Certificate will become final and binding on the parties on the 46th day following...
Working Capital Adjustment. 6.1 It is acknowledged by the parties that the Purchase Price has been determined on the basis that at Completion the Actual Working Capital Amount will be not less than the Target Working Capital Amount. The Purchase Price shall be adjusted following Completion to reflect any difference between the Actual Working Capital Amount and the Target Working Capital Amount as follows:
(a) if the Completion Date falls between 14 February 2011 and 28 February 2011 (inclusive) and:
(i) the Actual Working Capital Amount is less than GBP19,347,546, the Seller shall pay to the Buyer an amount in US$ equal to the difference between the relevant Target Working Capital Amount and the Actual Working Capital Amount;
(ii) the Actual Working Capital Amount is more than GBP21,384,130, the Buyer shall pay to the Seller an amount in US$ equal to the difference between Actual Working Capital Amount and the relevant Target Working Capital Amount;
(iii) if the Actual Working Capital Amount is greater than the minimum in (i) above and less than the maximum in (ii) above no payment between the Buyer and the Seller shall be made pursuant to the provisions of this clause 6 or schedule 11;
(b) if the Completion Date falls between 1 March 2011 and 15 March 2011 (inclusive) and:
(i) the Actual Working Capital Amount is less than GBP17,919,618, the Seller shall pay to the Buyer an amount in US$ equal to the difference between the relevant Target Working Capital Amount and the Actual Working Capital Amount;
(ii) the Actual Working Capital Amount is more than GBP19,805,894, the Buyer shall pay to the Seller an amount in US$ equal to the difference between Actual Working Capital Amount and the relevant Target Working Capital Amount;
(iii) if the Actual Working Capital Amount is greater than the minimum in (i) above and less than the maximum in (ii) above no payment between the Buyer and the Seller shall be made pursuant to the provisions of this clause 6 or schedule 11.
(c) if the Completion Date falls between 16 March 2011 and 31 March 2011 (inclusive) and:
(i) the Actual Working Capital Amount is less than GBP18,460,247, the Seller shall pay to the Buyer an amount in US$ equal to the difference between the relevant Target Working Capital Amount and the Actual Working Capital Amount;
(ii) the Actual Working Capital Amount is more than GBP20,403,431, the Buyer shall pay to the Seller an amount in US$ equal to the difference between Actual Working Capital Amount and the relevant Target Working...
Working Capital Adjustment. (a) On or before the Closing Date, the Seller shall deliver to the Purchaser a statement of Working Capital (including the related notes and schedules thereto) as of the close of business on the Closing Date, which shall set forth the estimated Working Capital and shall set forth in detail the amounts underlying such calculation. The statement of estimated Working Capital shall be consistent in such respects with the model calculation set forth on Schedule 3.2(a). In the event that the Seller and the Purchaser disagree over the statement of estimated Working Capital or the amount of the estimated Working Capital, the estimated Working Capital prepared by Seller shall be deemed to be the estimated Working Capital for purposes of Closing. If the Working Capital as shown in the Final WC Statement is less than Two Million Two Hundred Fifty Thousand and 00/100 Dollars ($2,250,000.00) (the “WC Benchmark”), the parties acknowledge that the principal amount of the Notes may be adjusted in accordance with the balance of this Section 3.2 (the “Working Capital Adjustment”).
(b) As promptly as practicable, but no later than 45 calendar days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a statement of Working Capital (including the related notes and schedules thereto) as of the close of business on the Closing Date, which shall set forth the Purchaser’s determination of the Working Capital and shall set forth in detail the amounts underlying such calculation (the “Initial WC Statement”). The calculation of the Working Capital set forth on the Initial WC Statement will be prepared in accordance with GAAP and, for purposes of clarity, shall be consistent with the model calculation set forth on Schedule 3.2(b) which is included for illustrative purposes only. During the 15 calendar days immediately following the Seller’s receipt of the Initial WC Statement, the Seller and its representatives will be permitted during business hours in a manner which will not unreasonably interfere with the operation of the Business to review at the Purchaser’s offices the Purchaser’s working papers (including work papers of accountants and other advisors) relating to the Initial WC Statement, as well as all of the books and records relating to the operations and finances of the Business with respect to the period up to and including the Closing Date, and the Purchaser shall make reasonably available at its offices the individuals responsible for the preparat...