Working Capital Adjustment to Purchase Price. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a working capital statement (the “Estimated Working Capital Statement”), setting forth the Company’s calculation of Closing Working Capital with respect to the STB Business as of the opening of business on the Closing Date (“
Working Capital Adjustment to Purchase Price. (a) Not later than 3 Business Days before the Closing Date, Seller will provide Buyer with Seller’s good faith estimate of CLF&P’s Net Working Capital as of the Closing Date, based upon the accounting books and records of CLF&P (the “Estimated Net Working Capital”), and all underlying documentation supporting the Estimated Net Working Capital. The determination of the Estimated Net Working Capital will be binding on Seller and Buyer and will be used to determine the amount of the Purchase Price payable to Seller at the Closing. If the Estimated Net Working Capital is a number greater than zero, then the amount of the Purchase Price paid by Buyer to Seller at the Closing will be increased by the amount of such excess. If the Estimated Net Working Capital is a number less than zero, then the amount of the Purchase Price paid by Buyer to Seller at the Closing will be decreased by the amount of such deficit.
Working Capital Adjustment to Purchase Price. In the event that Hua Run Holdings’ working capital at Closing is more than 5% below the twelve-month trailing average of net working capital for the twelve calendar months immediately preceding Closing as evidenced by management accounts to be prepared within 30 days of Closing Date, then the Purchase Price shall be adjusted downward by an amount equivalent to 50% of the amount by which the net working capital at Closing is more than 5% below the twelve-month trailing average of net working capital for the twelve calendar months immediately preceding Closing.
Working Capital Adjustment to Purchase Price. (a) Prior to the Closing Date, the Company shall have prepared and delivered to Buyer a good faith estimate (“Estimate Statement”), prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied in a manner consistent with the preparation of the Financial Statements (as defined in Section 3.5) delivered pursuant to this Agreement, estimating the aggregate amount of the Company’s Working Capital (as defined below) as of the Assumed Closing Date (as defined below) (“Estimated Closing Date Working Capital”). If the Estimate Statement does not reflect a positive Estimated Closing Date Working Capital (a “Deficit”), the Purchase Price shall be adjusted on a dollar for dollar basis to reflect such Deficit, and the Closing Payment to be paid on the Closing Date shall also be reduced by the amount of such Deficit.
Working Capital Adjustment to Purchase Price. The Purchaser and GECC hereby acknowledge and agree that the Purchase Price shall be subject to adjustment in accordance with the provisions of this Section 2.3.
Working Capital Adjustment to Purchase Price. The Closing Cash Purchase Price shall be (i) reduced in the event and to the extent that Net Working Capital, as of the Closing, is less than the Base Net Working Capital Amount and (ii) increased in the event and to the extent that Net Working Capital, as of the Closing, is greater than the Base Net Working Capital Amount, the amount of any such deduction from, or increase in, the Closing Cash Purchase Price being referred to herein as the “Net Working Capital Adjustment Amount.”
Working Capital Adjustment to Purchase Price. (a) Within three (3) Business Days prior to the Closing Date, Sellers shall prepare and deliver to Buyer the Estimated Adjustment Statement, together with a calculation of the Purchase Price resulting from such calculation and reasonable supporting or underlying documentation (including any and all Portfolio Economic Reports since September 1, 2019) and calculations used in the preparation thereof. Sellers shall give Buyer a reasonable opportunity to review and comment on the Estimated Adjustment Statement, and shall take in consideration in good faith any reasonable comments of Buyer on the Estimated Adjustment Statement. The existence of any dispute with respect to any such Estimated Adjustment Statement calculations shall not delay or otherwise affect the Closing or the obligations of Buyer to make the payments specified in Section 2.06 at the Closing.
Working Capital Adjustment to Purchase Price. (a) Not later than three (3) Business Days prior to the Closing, Target shall provide Parent with an estimated balance sheet of Target as of the Closing (the “Estimated Closing Balance Sheet”) and a statement of the estimated Closing Working Capital (as defined in Section 2.3(e) below) derived from the Estimated Closing Balance Sheet (“
Working Capital Adjustment to Purchase Price. Section 1.9(a) is hereby amended and restated in its entirety to read as follows:
Working Capital Adjustment to Purchase Price. (a) Within 105 days after the Closing Date, Buyer shall prepare and deliver to Sellers the Closing Date Balance Sheet and the Closing Date Net Working Capital based on the Closing Date Balance Sheet. If the Closing Date Net Working Capital is greater than $0, the Purchase Price shall be increased by an amount equal to the Closing Date Net Working Capital. If the Closing Date Net Working Capital is less than $0, Purchase Price shall be reduced by the absolute value of the amount by which Closing Date Net Working Capital is less than $0. The Purchase Price shall be increased or decreased, as the case may be, pursuant to this Section 1.7(a) by a dollar-for-dollar adjustment to the principal amounts of the Notes, pro rata among the Sellers in proportion to the amounts set forth on Schedule 1.5 of the Sellers’ Disclosure Schedule.
