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. (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. (i) Within sixty (60) days following the Closing Date, Acquiror shall prepare and deliver to the Holder Representative Acquiror’s calculation of the Company’s Working Capital as of 11:59 p.m. on the date immediately preceding the Closing Date (the “Closing Working Capital”), and the Closing Working Capital Adjustment, together with supporting documentation for such calculation (the “Closing Statement”). The preparation of the Closing Statement shall be for the sole purpose of determining the Closing Working Capital Adjustment. The Holder Representative shall have thirty (30) days following his receipt of the Closing Statement (the “Review Period”) to review the same. On or before the expiration of the Review Period, the Holder Representative shall deliver to Acquiror a written statement accepting or objecting to the Closing Statement. In the event that the Holder Representative shall object to the Closing Statement, such statement shall include a detailed itemization of the Holder Representative’s objections and the reasons therefor (each, an “Item of Dispute”); provided, that the only basis on which the Holder Representative shall be permitted to submit an Item of Dispute is that such Item of Dispute was not prepared in accordance with the terms of this Agreement or contains mathematical or clerical errors. If the Holder Representative does not deliver such statement to Acquiror within the Review Period, the Holder Representative shall be deemed to have accepted the Closing Statement.
(ii) In the event that the Holder Representative shall object to the Closing Statement within the Review Period, Acquiror and the Holder Representative shall promptly meet and in good faith attempt to resolve such objections. Any such objections which cannot be resolved between Acquiror and the Holder Representative within thirty (30) days following Acquiror’s receipt of the Holder Representative’s statement of objections shall be resolved in accordance with this Section 2.4(c). If the Holder Representative and Acquiror are unable to resolve such objections as may be raised with respect to the Closing Statement within the thirty (30) day period described above, either party may submit the matter to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, provided, that if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is Acquiror’s auditor, then another independent nationally recognized certified public accounting firm mutually acceptable to Acquiror and the Holder Representative (the “Independent Accounting Firm”). Acquiror and the Holder Re...
Working Capital Adjustment. In the event the Adjusted Working Capital (as said term is defined below), of the Seller with respect to the Facility, calculated as of the Closing Date (the "CLOSING DATE ADJUSTED WORKING CAPITAL"), shall equal or exceed the Adjusted Working Capital of the Seller with respect to the Facility, calculated as of March 31, 1998, a schedule of which is attached hereto as EXHIBIT 2.6-1 (the "BASE ADJUSTED WORKING CAPITAL") or in the event the Base Adjusted Working Capital shall exceed the Closing Date Adjusted Working Capital by an amount not greater than $100,000, then no adjustment to the Purchase Price will be made pursuant to this Section 2.6. For purposes hereof, the term "ADJUSTED WORKING CAPITAL" shall mean (i) the sum of the current assets (net of any reserves therefor) of the Seller which are of a type to be included in the Assets minus (ii) the sum of the current liabilities of the Seller which are of a type to be included in the Assumed Liabilities. The Adjusted Working Capital shall be determined in accordance with generally accepted accounting principles consistently applied, shall be determined employing the same methodology with respect to bad debt reserves and Medicare/Medicaid contractual reserves as that employed in preparing the Financial Statements and shall be calculated and prepared in a manner consistent with, including the assumptions, process and procedures described in EXHIBIT 2.6-2 and otherwise in a manner consistent with the Financial Statements. Within twenty-one (21) days of the date hereof, the Seller and the Shareholder shall calculate, prepare and deliver to the Purchaser a statement in reasonable detail of the Adjusted Working Capital as of April 30, 1998 and May 31, 1998, and within forty-five (45) days of each month thereafter until the Closing Date, the Seller and the Shareholder shall calculate, prepare and deliver to the Purchaser a statement in reasonable detail of the Adjusted Working Capital as of the end of each such month. Within 90 calendar days after the Closing Date, the Purchaser shall prepare and deliver to the Shareholder a statement of the Closing Date Adjusted Working Capital in reasonable detail, together with the calculation and the components thereof (the "PURCHASER'S WCA STATEMENT"). The Purchaser's WCA Statement will be reviewed by the Shareholder (and, if the Shareholder so chooses and at its expense, by a firm of independent certified public accountants), who shall, not later than 60 calendar days afte...
Working Capital Adjustment. 9 ss.2.4
Working Capital Adjustment. 4.1 The Completion Statement shall be prepared, and the Actual Net Working Capital and the Working Capital Adjustment (if any) ascertained, in accordance with the provisions of Schedule 7.
4.2 If:-
4.2.1 the Actual Net Working Capital is less than the Target Net Working Capital by more than $500,000 then the amount by which the Actual Net Working Capital is less than the Target Net Working Capital by more than $500,000 shall be the “Negative Adjustment”; or
4.2.2 the Actual Net Working Capital is not more than $500,000 less than the Target Net Working Capital, then no payment shall be made by the Buyer or the Sellers under Clause 4.3 and the Consideration shall not be adjusted by reference to the Completion Statement.
4.3 In the event that the Completion Statement results in a Negative Adjustment pursuant to Clause 4.2.1, then the Consideration shall be reduced by the amount of the Negative Adjustment and the Sellers shall pay such amount (subject always to the Sellers’ respective limits on liability set out in Clause 7) to the Buyer in accordance with Clauses 4.4 and 4.5.
4.4 Any payment required to be made, or to be procured to be made, in accordance with the provisions of Clause 4.3 shall be made within ten (10) Business Days of the date on which the Working Capital Adjustment is agreed, deemed agreed or otherwise determined in accordance with the provisions of Schedule 7.
4.5 The Sellers’ obligation to make a payment to the Buyer pursuant to Clause 4.3 and Clause 4.4 shall be satisfied as follows:-
4.5.1 in the Working Capital Proportions until the maximum aggregate liability of any Seller set out in Clause 7 is reached; and
4.5.2 thereafter in the ratio that the respective Working Capital Proportions of the remaining Sellers bear to one another until either the obligation to the Buyer is satisfied in full or all Sellers have reached their respective maximum aggregate liabilities as set out in Clause 7. The provisions of Clause 7.12 shall apply to the settlement of any Negative Adjustment by the Sellers and any payment to be made in cash by the Sellers shall be made in accordance with Clause 8.3.
4.6 If any sum due for payment in accordance with Clause 4.5 of this Agreement is not paid on the due date (the “Working Capital Due Date”), the Sellers being in default shall pay interest at the rate of 4 per cent above the base rate of The Royal Bank of Scotland plc from time to time on that sum from (but excluding) the Working Capital Due Date to and includ...
Working Capital Adjustment. The Non-Optometric Asset Purchase Price shall be subject to adjustment to the extent that Current Assets (as defined herein) or Current Liabilities Assumed (as defined herein) materially differ from the amounts customarily arising in the ordinary course of business of the Seller as of March 31, 1998. The term "Current Assets" shall mean pett▇ ▇▇▇h, accounts receivable, prepaid expenses, inventory, supplies and other current assets (excluding cash in banks, certificates of deposit, other cash equivalents, the current portion of capital leases and prepaid income taxes). The term "Current Liabilities Assumed" shall mean the balances (on an accrual basis) as of March 31, 1998 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, the current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses). The Non-Optometric Asset Purchase Price shall be increased or reduced to reflect the difference (on a dollar for dollar basis) between the Current Assets and Current Liabilities and the customary amounts referred to herein above. The adjustment shall be settled in cash or Vision 21 common stock (at the option of Vision 21), which in the case of a reduction in the Purchase Price may be set-off from monies and/or Vision 21 common stock held back in accordance with SCHEDULE 1.4, or set-off from monies due the Seller pursuant to the Business Management Agreement. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Purchase Price shall be increased or reduced to reflect the impact on net income, settled in cash or Vision 21 common stock (at the option of Vision 21) as provided in this Section 1.7(a).
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) For purposes of this Section 2.04, the following terms are defined as: