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. 9 ss.2.4
Working Capital Adjustment. (a) The Company shall deliver to Purchaser an estimated balance sheet, including the Company’s good faith estimate of (i) the amount of Cash as of the Closing, (ii) the amount of Indebtedness outstanding as of the Closing, (iii) the Current Assets as of the Closing, (iv) the Current Liabilities as of the Closing, and (v) a statement setting forth the determination of the resulting amount (the [*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. “Working Capital”), no later than three business days prior to Closing. Such estimates shall be based on the Company’s books and records and other information then available. To the extent the Working Capital at Closing exceeds $4,600,000, then the Acquisition Consideration shall be increased, dollar for dollar, by the amount of the excess. To the extent the Working Capital at Closing is less than $4,400,000, then the Acquisition Consideration shall be decreased, dollar for dollar, by the amount of the shortfall. For the avoidance of doubt, no adjustment to the Acquisition Consideration pursuant to this section shall be made if Working Capital at Closing is between $4,400,000 and $4,600,000, inclusive. For purposes of calculating Working Capital, invoices to [***] greater than 180 days past due shall be valued at zero; if any amounts due under such invoices are subsequently collected by Purchaser or the Company, the Acquisition Consideration shall be increased by [***] of the amounts collected, and such additional amount shall be paid to Seller within thirty (30) days of receipt by Purchaser or the Company.
(b) As soon as practicable following the Closing Date, but in no event later than ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Seller (i) a balance sheet of the Company as of the open of business on the Closing Date (the “Closing Date Balance Sheet”) prepared in accordance with GAAP, consistently applied, in accordance with the Company’s past practices, (ii) the calculation of the amount of Cash as of the Closing and the amount of Indebtedness outstanding as of the Closing, (iii) the determination of the Current Assets as of the Closing and the Current Liabilities as of the Closing, and (iv) a statement setting forth the determination of the Working Capital as of Closing (the “Working Cap...
Working Capital Adjustment. (a) The Aggregate Merger Consideration, as contemplated by Section 1.6, will be adjusted upward or downward as provided by this Section 1.15. Schedule 1.15(a) sets forth an example calculation of Working Capital as of March 31, 2014 including the components thereof, assuming the Closing occurred on such date and assuming the unaudited consolidated financial statements of NMI as of such date delivered to Buyer before the Execution Date have been prepared in accordance with GAAP and are accurate and complete in all respects. At least three Business Days prior to the Closing, NMI will deliver to Buyer (i) a certificate, signed by each of the Chief Executive Officer and the Chief Financial Officer of NMI (the “Working Capital Certificate”), setting forth a good faith estimate of the Working Capital, including the components thereof, as of immediately prior to the Closing, each calculated on a basis consistent with GAAP (as expressly modified and adjusted by this Agreement as described in Schedule 1.15(a)) and Schedule 1.15(a) (the “Estimated Working Capital”), and (ii) the work papers used to prepare such balance sheet and estimate.
(b) Any amount by which the Estimated Working Capital: ▪ exceeds $1,250,000 (such positive difference being referred to as the “Working Capital Excess”) will increase the Aggregate Merger Consideration as set forth in Section 1.6(a) on a dollar-for-dollar basis, or ▪ is less than $750,000 (such positive difference being referred to as the “Working Capital Shortfall”) will decrease the Aggregate Merger Consideration in accordance with Section 1.6(a) on a dollar-for-dollar basis. Subject to Section 1.15(e), if the Estimated Working Capital falls within the range of $750,000 and $1,250,000 (the “Working Capital Collar”), then no adjustment to the Aggregate Merger Consideration shall be made.
(c) Within one hundred twenty (120) days after the Closing Date, Buyer shall prepare and deliver to the Representative (i) an unaudited balance sheet of NMI as of immediately prior to the Closing (the “Closing Balance Sheet”) and (ii) a statement setting forth the amount of, and the calculation of, NMI’s Working Capital as of immediately prior to the Closing, including the components thereof, as calculated from the Closing Balance Sheet and in accordance with the sample calculation set forth in Schedule 1.15(a) (the “Closing Date Working Capital”). The Closing Balance Sheet will be prepared in accordance with GAAP (as expressly modified and adjust...
Working Capital Adjustment. (a) For purposes of this Section 2.04, the following terms are defined as:
Working Capital Adjustment. The Purchase Price shall be subject to a working capital adjustment after the Closing as follows:
(a) Within 60 days after the Closing, the Buyer shall prepare (with the full cooperation and assistance of the Sellers and the Executive Shareholders, to the extent requested by the Buyer) a statement of the Businesses' (taken as a whole) current liabilities (to the extent assumed by the Buyer) and current assets (to the extent purchased by the Buyer) as of the Closing (the "Post-Closing Statement"), and shall submit such statement to the Sellers for review and approval.
(b) Within 30 days after receipt of the Post-Closing Statement, the Sellers shall notify the Buyer of any objections the Sellers may have to the Post-Closing Statement. In the absence of any such objections, the Sellers shall be deemed to have approved the Post-Closing Statement for purposes of the adjustment to be made pursuant to this Section 3.2. If the Sellers notify the Buyer of any such objections, the Buyer and the Sellers shall attempt to resolve such objections in good faith for a period of 15 days from the date of such notice of objection. If any objections of the Sellers cannot be resolved by the Sellers and the Buyer within such 15-day period, such dispute shall immediately be referred to an Independent Accounting Firm mutually selected by the parties. The determination of such Independent Accounting Firm with respect to such dispute shall be conclusive and binding on the Sellers and the Buyer. The party whose determination differs the most from the determination of such Independent Accounting Firm shall pay the fees of such firm.
(c) Upon final determination of the Post-Closing Statement in accordance with the foregoing, in the event that the current assets of the Businesses (taken as a whole and to the extent purchased by the Buyer) less the current liabilities of the Businesses (taken as a whole and to the extent assumed by the Buyer), as stated in the Post-Closing Statement (the "Working Capital Amount"), is an amount which is less than $1,000,000 (the "Minimum Amount"), then the Purchase Price shall be reduced by the difference between the Working Capital Amount and the Minimum Amount and the Sellers shall be jointly and severally obligated to pay to the Buyer an amount equal to such difference with 5 Business Days of the final determination of the Post-Closing Statement.
Working Capital Adjustment. 6.1 It is acknowledged by the parties that the Purchase Price has been determined on the basis that at Completion the Actual Working Capital Amount will be not less than the Target Working Capital Amount. The Purchase Price shall be adjusted following Completion to reflect any difference between the Actual Working Capital Amount and the Target Working Capital Amount as follows:
(a) if the Completion Date falls between 14 February 2011 and 28 February 2011 (inclusive) and:
(i) the Actual Working Capital Amount is less than GBP19,347,546, the Seller shall pay to the Buyer an amount in US$ 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. The parties hereto hereby agree to make the following adjustments to the Initial Parent Shares:
(a) Prior to the Closing Date, the Company shall prepare a calculation of the Working Capital (as defined herein) for the end of the month immediately prior to the Closing Date (the “Adjusted Working Capital”), each component of which shall be prepared in accordance with generally accepted United States accounting principles applied in a manner consistent with past practices (“GAAP”) from the books and records of the Company and which shall be derived from the balance sheet of the Company as of the end of the month immediately prior to the Closing Date (the “Closing Balance Sheet”). The Company shall, within five (5) days of the end of the relevant month, deliver such Closing Balance Sheet and the calculation of the Adjusted Working Capital to Parent for review. Within five (5) business days of its receipt of the Closing Balance Sheet and Adjusted Working Capital, Parent shall notify the Company whether Parent agrees with such Closing Balance Sheet and the calculation of the Adjusted Working Capital or disputes such Closing Balance Sheet and the calculation of the Adjusted Working Capital, in the latter case specifying in reasonable detail the points of disagreement. If any such dispute cannot be resolved to the satisfaction of both the Company and Parent within five (5) days after the Company receives notice from Parent of the existence of such dispute, then ▇▇▇▇▇▇▇▇ & Company, LLP, CPA’s (“▇▇▇▇▇▇▇▇”), shall resolve all points of disagreement with respect to the Closing Balance Sheet and the calculation of the Adjusted Working Capital. All determinations made by ▇▇▇▇▇▇▇▇, shall be final, conclusive and binding with respect to such Closing Balance Sheet and the calculation of the Adjusted Working Capital.