Closing Working Capital Adjustment. (a) No later than five Business Days prior to the scheduled Closing Date, the Sellers’ Representative shall deliver to the Buyer a statement, substantially in the form attached hereto as Exhibit A (the “Preliminary Closing Statement”), together with reasonably detailed supporting information, setting forth the Sellers’ reasonable and good faith estimates of: (i) the Closing Indebtedness (the “Estimated Closing Indebtedness”), which shall include the aggregate amount of Indebtedness specified in the Payoff Letters, (ii) the Closing Working Capital, (iii) either the resulting Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as the case may be, (iv) the Cash Balances, (v) the Outstanding Check Balances, (vi) either the resulting Cash Balance Excess or Cash Balance Shortfall, as the case may be, (vii) (x) the Transaction Expenses (the “Estimated Transaction Expenses”) and (y) the wire transfer instructions for each payee thereof and the portion of the Transaction Expenses payable to such payee, (viii) the Escrow Amount and (ix) the Closing Payment, using the amounts of the Estimated Closing Indebtedness, the Closing Date Working Capital Excess or Closing Date Working Capital Shortfall, as applicable, the Cash Balance Excess or Cash Balance Shortfall, as applicable, and the Estimated Transaction Expenses, in each case, as provided in the Preliminary Closing Statement (the estimated amount determined pursuant to this Section 1.6(a), the “Estimated Closing Payment”). Prior to the Closing Date, the Sellers shall review and consider in good faith any reasonable comments proposed by the Buyer in good faith with respect to the Preliminary Closing Statement. To the extent the Sellers and the Buyer are unable to resolve any disputes with respect to any item set forth on the Preliminary Closing Statement prior to the Closing Date, for purposes of the payment to be made by the Buyer pursuant to Section 1.7, the amount of such item shall be equal to an amount that is the arithmetic average of the amount of such item proposed by the Buyer and the amount of such item set forth in the Preliminary Closing Statement. The Buyer shall have the right to rely on the information set forth in the Preliminary Closing Statement, including with respect to the allocation and payment of the Transaction Expenses.
Closing Working Capital Adjustment a. Purchaser shall be entitled, within 75 days after the Closing, to prepare and deliver to Sellers’ Agent a statement (the “Purchaser Working Capital Statement”) setting forth Purchaser’s calculation of the Acquired Companies Working Capital at the Closing, including each respective component thereof (the “Purchaser Working Capital Determination”).
Closing Working Capital Adjustment. (a) At least five (5) Business Days prior to the Closing Date, Parent shall prepare and deliver to Buyer, or shall cause to be prepared and delivered to Buyer, a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of Closing Working Capital, Retained Cash Balances, Capex Shortfall, and Transferred Company Indebtedness, determined in accordance with the definitions of Closing Working Capital, Retained Cash Balances, Capex Shortfall, Transferred Company Indebtedness and, except as set forth on Schedule 2.4(a) of the Disclosure Letter, GAAP applied on a basis consistent with the application of such principles in the preparation of the Balance Sheet; provided that the Retained Cash Balances and Transferred Company Indebtedness included in the Estimated Closing Statement shall not include any Retained Cash Balances or Transferred Company Indebtedness arising under any Enterprise Agreements, which amount, if any, shall be included in the final determination of the Retained Cash Balances and Transferred Company Indebtedness.
Closing Working Capital Adjustment. In addition to any adjustment set forth in Section 3.03(b), the number of shares of Parent Common Stock issued as Closing Date Merger Consideration shall be increased or decreased as follows: (A) increased, by the number of shares of Parent Common Stock equal to the quotient determined by dividing (1) the amount by which the Estimated Closing Working Capital exceeds the Working Capital Target, by (2) the Average Closing Price, or (B) decreased, by the number of shares of Parent Common Stock equal to the quotient determined by dividing (1) the amount by which the Working Capital Target exceeds the Estimated Closing Working Capital, by (2) the Average Closing Price, in either case as such values are determined in accordance with Section 3.03(a).
Closing Working Capital Adjustment. (a) At least five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer, or shall cause to be prepared and delivered to Buyer, a statement substantially in the form attached hereto as Exhibit E (the “Estimated Closing Statement”) setting forth its good faith estimate of Closing Working Capital determined in accordance with GAAP applied using the same principles, practices, methodologies and policies used in the preparation of the Balance Sheet, and Retained Cash Balances.
Closing Working Capital Adjustment. The Base Purchase Price shall be reduced at Closing, by $1.00 for each $1.00 that the Seller's Adjusted Working Capital (as hereinafter defined) as reflected on the Preliminary Closing Balance Sheet (the "Closing Adjusted Working Capital Amount") is less than $0 (the "Closing Working Capital Adjustment"). The Seller's Adjusted Working Capital shall mean the Seller's current portion of Purchased Assets, calculated pursuant to GAAP, less: (i) the portion of Trade Accounts Receivable that are more than 90 days past the original invoice date, calculated pursuant to GAAP, and (ii)
Closing Working Capital Adjustment. Not less than five Business Days prior to the Closing, BHGE LLC shall deliver to the Buyer a written statement in the form of the illustrative calculation of Working Capital as of December 31, 2018 that is set forth in Exhibit A (the “Estimated Closing Statement”) of its estimate of the Closing Working Capital (the “Estimated Closing Working Capital”), which calculation shall be prepared in accordance with the accounting principles set forth on Exhibit A (the “Transaction Accounting Principles”), together with reasonable supporting documentation for the calculation. Between the date of delivery of such statement and the Closing Date, the Parties will consult in good faith regarding any questions in respect of the Estimated Closing Statement and, if the Parties agree to any changes to the Estimated Closing Working Capital in writing, the term “Estimated Closing Working Capital,” as used in this Agreement, shall be deemed to reflect such changes. At the Closing, if the Estimated Closing Working Capital is negative, the Cash Amount shall be adjusted upward by the absolute value of the Estimated Closing Working Capital and BHGE LLC shall pay the Cash Amount (as updated pursuant to this Section 2.05, if applicable) to the Buyer or its designee pursuant to Section 2.04.
Closing Working Capital Adjustment. (a) AVE has delivered to Purchaser its good faith written estimate of the Closing Working Capital (with any adjustment thereto proposed by Purchaser and agreed to by AVE prior to the Closing Date (the "Estimated Closing Working Capital")). AVE has made available to Purchaser all workpapers and other books and records utilized in preparing the Estimated Closing Working Capital. The Estimated Closing Working Capital is set forth on Schedule 2.3.
Closing Working Capital Adjustment. (a) Upon the Effective Date, the amount of Cash Consideration to be distributed shall be estimated and subject to adjustment based on a final determination of Closing Working Capital made in accordance with this Section 1.7.
Closing Working Capital Adjustment. The Base Purchase Price shall be reduced after Closing, by $1.00 for each $1.00 that the Seller's Adjusted Working Capital (as hereinafter defined) as of the Closing Date (the "Closing Adjusted Working Capital Amount") is less than $950,000 (the "Closing Working Capital Adjustment"). The Seller's Adjusted Working Capital shall mean the current portion of Purchased Assets, calculated pursuant to GAAP, less Adjusted Current Liabilities included as Assumed Liabilities. The Adjusted Current Liabilities shall mean all of the Seller's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit (including to an employee or on the account of an employee); (ii) to an Affiliate of the Seller or the spouse, parents, children, siblings, mothers-in-law, fathers-in law, sons-in-law, daughters-in-law, bothers-in-law, and sisters-in-law of an Affiliate of Seller; (iii) to a lessor under a capital lease (except for any capital lease on account of real property); (iv) on account of expenses in connection with this Agreement that are the obligation of the Seller or the Members under this Agreement; (v) on account of Taxes, other than Assumed Taxes, or earned insurance premiums; (vi) Rework Expenses; and (vii) Moving Expenses (as hereinafter defined).
