Closing Net Working Capital Statement Sample Clauses

Closing Net Working Capital Statement. Buyer will furnish to the ------------------------------------- Stockholders' Representative (as defined in Section 1.12 hereof) not later than 45 days after the Closing Date a statement (the "Closing Net Working Capital Statement") showing the Net Working Capital of Amerivend at the Closing Date, which amount may be a negative (the "Closing Net Working Capital"). Buyer will give Stockholders' Representative and his accountants reasonable access to books, records and work papers of Amerivend for purposes of confirming the Closing Net Working Capital Statement. Unless Stockholders' Representative notifies Buyer in writing that it disagrees with the Closing Net Working Capital Statement within 30 days after Stockholders' Representative's receipt thereof, the Closing Net Working Capital Statement shall be conclusive and binding on all parties hereto and not subject to dispute or review. If Stockholders' Representative notifies Buyer in writing of its disagreement with the Closing Net Working Capital Statement within such 30-day period, then Stockholders' Representative and Buyer shall attempt to resolve their differences with respect thereto within 30 days after Buyer's receipt of Stockholders' Representative's written notice of disagreement. Any dispute regarding the Closing Net Working Capital Statement not resolved by Stockholders' Representative and Buyer within such 30-day period will be resolved by an accounting firm mutually acceptable to both parties or, in the absence of agreement, by an accounting firm of national reputation selected by lot after eliminating Buyer's principal outside accountants and Stockholders' Representative' principal outside accountants and one additional firm designated as objectionable by each of Buyer and Stockholders' Representative. The parties will engage the accounting firm within seven days after such 30-day period. The determination by the accounting firm so selected of the Closing Net Working Capital Statement and the Closing Net Working Capital (with such modifications therein, if any, as reflect such determination) shall be conclusive and binding upon all parties hereto and not subject to dispute or review. The fees and expenses of such accounting firm in acting (in the event of a dispute) under this Section 1.05(c) shall be shared equally by Stockholders' Representative and Buyer.
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Closing Net Working Capital Statement. No later than ninety (90) days following the Closing Date, Purchaser shall prepare and deliver to the Sellers’ Representative:
Sample 1
Closing Net Working Capital Statement. On the one hundred twentieth (120th) day after the Closing Date, Buyer and its representatives shall prepare and deliver to the Seller Representative a statement setting forth the Net Working Capital as of the opening of business on the Closing Date, determined in accordance with GAAP consistently applied and in accordance with Exhibit 2.3(a) (the “Closing Net Working Capital Statement”); provided that the accounts receivable set forth on the Closing Net Working Capital Statement shall be identical to, and shall not reflect any changes to, the accounts receivable set forth on the Estimated Net Working Capital Certificate (with any adjustments in respect of accounts receivable that would otherwise have been reflected in the Closing Net Working Capital Statement instead being accounted for through the process described in Section 2.3(g)). Upon receipt of such certificate, the Selling Parties shall be given access to all of FTI’s, FTI LLC’s and Buyer’s books and records reasonably relating to the Closing Net Working Capital Statement and the financial detail reasonably necessary to verify Buyer’s calculation of Net Working Capital set forth therein.
Sample 1
Closing Net Working Capital Statement. As soon as practicable following the Closing Date (but not later than seventy-five (75) days after the Closing Date), the Buyer shall prepare and deliver to the Sellers a statement setting forth its calculation of the Net Working Capital as of the Closing Date, which statement shall contain (x) an unaudited combined balance sheet of the Companies as of the Closing Date prepared by the Buyer’s independent public accountants (the “Closing Date Balance Sheet”), (y) a detailed calculation of the Net Working Capital as of the Closing Date (the “Closing Net Working Capital Statement”), and (z) a certificate of the Chief Financial Officer or the Chief Executive Officer of Buyer that the Closing Date Balance Sheet was prepared in accordance with the Company Accounting Principles in a manner consistent with the Adjusted Balance Sheet and that the Net Working Capital reflected on the Closing Net Working Capital Statement was prepared and calculated in accordance with the Net Working Capital Methodology. Unless otherwise consented to by the Sellers, in the event that the Buyer fails to deliver to the Closing Net Working Capital Statement to the Sellers prior to the end of such seventy-five (75) day period, the Estimated Net Working Capital as set forth on the Estimated Net Working Capital Statement shall be deemed final and conclusive and binding upon the Sellers and the Buyer as the Final Net Working Capital.
Sample 1
Closing Net Working Capital Statement. As promptly as practicable, but in any event within 90 calendar days following the Closing Date, the CFO shall deliver to the Purchaser and the Seller a statement of the Net Working Capital as of the close of business on the Closing Date (the "Closing Net Working Capital Statement"). The Closing Net Working Capital Statement shall be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the 2002 Financial Statements as amended or clarified by the Accounting Principles. The Closing Net Working Capital Statement shall be prepared for accounting and tax purposes as if such date were the end of the fiscal year (shall reflect all accruals and reserves required in the preparation of annual financial statements) and shall not reflect any adjustments to the historical carrying value of assets and liabilities resulting from the recording by the Purchaser of the transactions contemplated by this Agreement.
Sample 1
Closing Net Working Capital Statement. As soon as practicable after the Closing Date, but in no event later than ninety (90) days after the Closing Date, the Acquirer shall cause to be prepared and delivered by notice to the Covance Parties a statement reflecting the Closing Net Working Capital (the “Closing Net Working Capital Statement”). The Acquirer shall, within five (5) business days after a request by the Covance Parties, make available to the Covance Parties at all reasonable times all books and records of the Company reasonably requested of the Acquirer in order for the Covance Parties to be able to evaluate the Acquirer’s calculations and methodology in preparing the Closing Net Working Capital Statement.
Sample 1

Related to Closing Net Working Capital Statement

  • Closing Financial Statements At least eight Business Days prior to the Effective Time of the Merger, Malvern shall provide First Bank with Xxxxxxx’s consolidated financial statements presenting the financial condition of Malvern and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Malvern’s consolidated results of operations for the period from January 1, 2022 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, that if the Effective Time of the Merger occurs on or before the 15th Business Day of the month, Xxxxxxx shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall be accompanied by a certificate of Xxxxxxx’s chief financial officer, dated as of the date of delivery, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Malvern in all material respects. Such financial statements shall have been prepared in all material respects in accordance with GAAP, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall also reflect as of their date (a) accruals for (i) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for Malvern for services rendered in connection with the transactions contemplated by this Agreement, (ii) any employee severance, retention or change-in-control payments or expenses consistent with the terms of this Agreement, (iii) any payment made or expense accrued for the purchase of a directors’ and officers’ liability insurance policy pursuant to this Agreement, (iv) other third-party costs, fees and expenses incurred or accrued by Malvern in connection with the transactions contemplated by this Agreement, and in each case, paid by Xxxxxxx or payable by Malvern prior to the Effective Time, (v) losses incurred or accrued by Xxxxxxx relating to the loans listed in Section 8.2(f)(1) of Malvern’s Disclosure Memorandum, (vi) costs, fees expenses, or any other amounts or payments, incurred or accrued by Malvern in connection with the matter set forth in Section 8.2(f)(2) of Malvern’s Disclosure Memorandum, (vii) changes in accumulated other comprehensive income from September 30, 2022 through the Closing Date, and (viii) changes to changes to GAAP or regulatory accounting requirements, including GAAP shareholders’ equity as a result of the initial adoption of the Current Expected Credit Losses (CECL) Methodology and (b) the shareholders’ equity referenced in Section 8.2(f).

  • Working Capital Adjustment In the event there is a Working Capital Deficit or a Working Capital Surplus calculated and determined in accordance with paragraph (c) and (d) of this Section 1.13, then the Merger Consideration shall be reduced or increased, as the case may be, dollar-for-dollar by the amount of the Working Capital Deficit or Working Capital Surplus (the "Working Capital Adjustment"). If there is a Working Capital Deficit and it is less than $2 million, then an amount equal to the Working Capital Deficit shall be released from the Working Capital Escrow to Purchaser and the balance of the Working Capital Escrow Amount shall be released from the Working Capital Escrow to be distributed to the Company Stockholders in accordance with this Agreement and the Working Capital Escrow Agreement. If there is a Final Working Capital Deficit and it is $2 million or greater, then the entire Working Capital Escrow Amount shall be released from the Working Capital Escrow to Purchaser; and Purchaser may make a claim against the Indemnification Escrow Amount for the payment of such difference; and if there is any balance still due to Purchaser that is not otherwise satisfied by the Indemnification Escrow Amount, then the Company Stockholders shall be responsible for payment, severally in accordance with their respective Pro Rata Portions and not jointly, the balance to Purchaser within ten (10) business days after Purchaser's request. If there is a Working Capital Surplus, then (i) Purchaser shall within five (5) business days following the determination of Closing Working Capital deposit the amount of such Working Capital Surplus with the Exchange Agent or the Working Capital Escrow Agent for payment to the Company Stockholders, (ii) the Working Capital Escrow Amount shall be released from the Working Capital Escrow, and (iii) each of (i) and (ii) shall be distributed to the Company Stockholders in accordance with this Agreement and the Working Capital Escrow Agreement. If there is neither a Working Capital Deficit nor a Working Capital Surplus, then the Working Capital Escrow Amount shall be released from Working Capital Escrow to be distributed to the Company Stockholders in accordance with this Agreement and the Working Capital Escrow Agreement.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Final Closing Statement Within ninety (90) days following the Closing Date, Parent shall deliver to the Holder Representative a statement (the “Closing Statement” and, in its final and binding form as determined below, the “Final Closing Statement”) setting forth the Merger Consideration and each component thereof as of immediately prior to the Closing (including the Funded Debt, which shall be determined as of immediately prior to the Closing, but after giving effect to the Merger and the other Transactions in accordance with Section 4.1(b)(ii)), including final determinations as to the amounts of (A) the Company Cash, (B) the Funded Debt and (C) the Closing Net Working Capital. The Final Closing Statement and the components thereof shall be prepared in accordance with GAAP on a basis consistent with the terms of this Agreement and the Company’s accounting policies in effect as of such date. The Holder Representative and Parent shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the preparation of the Closing Statement and determination of the Merger Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (x) thirty (30) days following the Holder Representative’s receipt thereof, unless the Holder Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date and (y) the Holder Representative notifies Parent of its acceptance thereof. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. The Closing Statement shall become final and binding upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the written agreement of the parties or pursuant to the arbitration provisions set forth below). During the fifteen (15) days following delivery of a Notice of Disagreement, Parent and the Holder Representative shall seek in good faith to resolve any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and Representatives (as defined in Section 6.2(a) below) shall be permitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, at the end of the fifteen (15)-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to Deloitte & Touche LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Merger Consideration and the components thereof to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, records and other relevant information of the Company, Parent and the Holder Representative to the extent necessary to calculate the Merger Consideration. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Closing Statement and the determination of the Merger Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, on behalf of the Holders, based upon the percentage of the contested amount submitted to the Accounting Firm that is ultimately awarded to Parent, on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount to be released from the Holder Representative Expense Account (as defined in Section 4.4(g) below) in accordance with Section 4.2).

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