Working Capital Purchase Price Adjustment. At the Closing, the Seller will deliver to the Buyer a schedule of the accounts receivable of the Stations owing to the Seller as of the close of business on the Closing Date. The Buyer agrees to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date from any advertiser. The Buyer shall apply said moneys to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 7(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyer shall immediately assign the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyer returns a disputed account to the Seller, the Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyer will assign to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyer will thereafter have no further responsibility with respect to the collection of such receivables. At the end of the 120-day period following the Closing Date, the Buyer will pay to the Seller as the purchase price for such collected accounts an amount (the "Working Capital Price Adjustment") equal to the aggregate collections of accounts receivable of the Stations as of the Closing Date, plus any Cash of the Company on hand as of the Closing Date, less the aggregate amount of any Liabilities of Seller as of the Closing Date paid by the Seller after the Closing Date.
Working Capital Purchase Price Adjustment. (a) Section 2.7 of the Seller Disclosure Schedule sets forth a calculation of the net working capital of the Business as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset and liability line items used in such calculation, and assuming that all of such asset and liability line items that constitute Acquired Assets or Assumed Liabilities under this Agreement will be transferred to Purchaser as of the Closing Date.
Working Capital Purchase Price Adjustment. (a) The West Xxxx Purchase Price shall be increased or decreased by an amount equal to the amount by which all net working capital (excluding inventory and debt) reflected on the books and records as of the Closing Date of the Transferred Subsidiaries either exceeds or is less than $5,000,000 (the “West Xxxx XX Purchase Price Adjustment”).
Working Capital Purchase Price Adjustment. The Purchase Price shall be adjusted as follows:
Working Capital Purchase Price Adjustment. (a) Not less than two (2) business days prior to the Closing, the Seller will prepare and deliver to the Buyer a good faith estimate of the Net Working Capital as of the close of business on the day immediately preceding the Closing Date (the “Estimated Closing Net Working Capital”).
Working Capital Purchase Price Adjustment. 11 ARTICLE IV................................................................... 13 4.1 Organization; Power and Authority................................ 13 4.2 Authorizations; Execution and Validity........................... 13 4.3 Capitalization................................................... 13 4.4
Working Capital Purchase Price Adjustment. (1) The Purchase Price will be increased or decreased, as the case may be, dollar-for-dollar, to the extent that the Working Capital as determined from the Closing Working Capital Statement is more or less than the Estimated Working Capital.
Working Capital Purchase Price Adjustment. 9 1.13 Determination of Closing Net Working Capital. . . . . . . . . . . . . . . . . . . . . . . . . . .9 1.14
Working Capital Purchase Price Adjustment. If the Target Net Working Capital exceeds the Closing Net Working Capital (defined below) then not later than the third business day after the Closing Net Working Capital is finally determined pursuant to Section 1.13 below, Buyer shall be entitled to collect from the Escrow Fund an amount equal to the amount by which the Target Net Working Capital exceeds the Closing Net Working Capital. Any amount to be paid pursuant to this Section 1.12 will be treated as an adjustment to the merger consideration hereunder for all purposes and shall be solely satisfied out of the Escrow Fund.
Working Capital Purchase Price Adjustment. (i) Within 5 days prior to the Call Closing, Seller shall deliver to Buyer a preliminary statement (the “Estimated Statement”) setting forth, as of the month end prior to the anticipated Closing Date, the estimated Closing Date Net Working Capital Amount of the EPE Entities. The Estimated Statement shall be prepared in accordance with GAAP applied consistently with past practice but subject to normal audit adjustments.
