Final Net Working Capital Adjustment. Within five (5) Business Days after the final determination of the Closing Schedule, or the failure of the Seller to submit a timely Protest Notice in respect of the Closing Date Net Working Capital: (A) if the Closing Date Net Working Capital is less than the Estimated Net Working Capital, then the Seller shall pay (or cause to be paid) the amount of such difference to the Buyer by wire transfer of immediately available funds to the bank account(s) specified by the Buyer, or (B) if the Closing Date Net Working Capital is greater than the Estimated Net Working Capital, then the Buyer shall pay (or cause to be paid) to the Seller the amount of such difference by wire transfer of immediately available funds to the bank account(s) specified by the Seller. All payments made pursuant to this Section 2.2(c) shall be treated by all Parties as an adjustment to the Purchase Price.
Final Net Working Capital Adjustment. Within ten (10) days of the determination of the Final Net Working Capital:
Final Net Working Capital Adjustment. Within five (5) Business Days after the final determination of the Final Net Working Capital Statement, or the failure of Seller to submit a timely Protest Notice: (i) if the Final Net Working Capital is less than the Estimated Net Working Capital, then Seller shall pay to Buyer the amount of such difference by wire transfer of immediately available funds to the bank account(s) specified by Buyer, or (ii) if the Final Net Working Capital is greater than the Estimated Net Working Capital, then Buyer shall pay to Seller the amount of such difference by wire transfer of immediately available funds to the bank account(s) specified by Seller.
Final Net Working Capital Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser or its accountant (the “Purchaser’s Accountant”) shall determine, on behalf and at the expense of Purchaser, and shall prepare and deliver to Sellers a statement of the Net Working Capital of the Business as of the close of business on the Business Day immediately preceding the Closing Date, which statement shall be prepared in accordance with GAAP (the “Final Closing Statement”). Purchaser or Purchaser’s Accountant shall consult with Sellers’ accountants in connection with the preparation of the Final Closing Statement and shall permit Sellers’ accountants at the earliest practicable date, subject to the execution by Sellers and their accountants of any reasonable release or indemnification agreement required by Sellers’ Accountant, to review and make copies of all work papers, schedules and calculations used in the preparation of the Final Closing Statement.
Final Net Working Capital Adjustment. On or before the fifth business day following the final determination of the Final Closing Balance Sheet (as hereinafter defined) (such date being hereinafter referred to as the "Settlement Date"), either (i) Purchaser shall pay Sellers in cash the amount, if any, by which the Net Working Capital, as determined pursuant to Section 1.4 and as reflected on the Final Closing Balance Sheet (the "Final Net Working Capital") exceeds the Estimated Net Working Capital (plus interest thereon from the Closing Date to the Settlement Date at the annual rate of 8%) or (ii) Sellers jointly and severally shall pay Purchaser in cash the amount, if any, by which the Final Net Working Capital is less than the Estimated Net Working Capital (plus interest thereon from the Closing Date to the Settlement Date at the annual rate of 8%). The adjustment to the Purchase Price pursuant to this Section 1.3.2. is referred to herein as the "Final Net Working Capital Adjustment" and the amount by which the Final Net Working Capital exceeds or is less than Five Hundred Thousand Dollars ($500,000) is herein referred to as the "Net Working Capital Adjustment" or the "Purchase Price Adjustment").
Final Net Working Capital Adjustment. If the Final Net Working Capital is greater than the Estimated Net Working Capital, then Purchaser will owe an amount equal to such excess to Sellers. If the Final Net Working Capital is less than the Estimated Net Working Capital, then Sellers will owe an amount equal to such shortfall to Purchaser.
Final Net Working Capital Adjustment. (a) Within one hundred and fifty (150) days following the Effective Time, Evita will prepare and deliver to Xxxxxx a certificate computed in a manner consistent with Exhibit F, signed by Evita's Chief Financial Officer, including (x) an unaudited balance sheet of Xxxxxx Sub as of the Effective Time prepared in accordance with GAAP (except (i) for the absence of footnotes and year-end audit adjustments, (ii) with respect to accounts receivables, only Gross AR collected and received by Evita between the Effective Time and the date one hundred and twenty (120) days following the Effective Time ("Collected Gross AR") and all Xxxxx Xxxxx AR will be included on the balance sheet (with no reserve applied to such Collected Gross AR or the Xxxxx Xxxxx AR), (iii) no Gross AR other than the Collected Gross AR and the Xxxxx Xxxxx AR will be included on the balance sheet and (iv) with respect to AP, only (A) AP paid by Evita or Evita Sub between the Effective Time and the date one hundred and twenty (120) days following the Effective Time and (B) outstanding and unpaid AP as of the date one hundred and twenty (120) days following the Effective Time for which Gross AR associated with such AP has been collected and received by Evita or Evita Sub on or before the date one hundred and twenty (120) days following the Effective Time shall be included on the balance sheet (the "Closing Date Balance Sheet"), and (y) a reasonably detailed calculation of the Net Working Capital of Xxxxxx Sub as of the Effective Time based on the Closing Date Balance Sheet including supporting documentation with respect thereto (such statement being the "Final Net Working Capital Statement" and such amount, which amount shall include the amount of any Net Working Capital Deficit contributed to Xxxxxx Sub pursuant to Section 2.10 hereof, being the "Final Net Working Capital Amount"). Upon determination of the Final Net Working Capital Amount pursuant to Section 2.11(a) above:
Final Net Working Capital Adjustment. The parties hereto hereby covenant and agree that following the Closing, the Preliminary Purchase Price shall be subject to the procedures and adjustments set forth in this Section 2.07 and Section 2.08 in order to determine the final Purchase Price.
Final Net Working Capital Adjustment. Within five (5) business days after determination of the Final Net Working Capital Adjustment, Buyer or Sellers, as the case may be, shall pay to the other the amount by which the Purchase Price, as adjusted by the Final Net Working Capital Adjustment, is greater or less than the Purchase Price as adjusted by the Preliminary Net Working Capital Adjustment (such difference being the “Closing Purchase Price Reconciliation”). If the Closing Purchase Price Reconciliation is positive, Buyer shall promptly pay such difference to Sellers. If the Closing Purchase Price Reconciliation is negative, Sellers shall promptly pay such difference to Buyer.
Final Net Working Capital Adjustment. 3.9.1 Within forty-five (45) calendar days after the Closing Date, LMC shall cause to be prepared and delivered to Parent a statement (the "Net Working Capital Statement") setting forth the Net Working Capital and the components thereof as of the Closing Date, together with a certificate from the principal financial officer of LMC stating that the Estimated Net Working Capital has been calculated in accordance with GAAP (excluding footnotes and normal year-end adjustments) and in accordance with the methods, principles and classifications used in preparing the Interim Balance Sheet included in the Financial Statements. For purposes of preparing such Net Working Capital Statement, no effect shall be given to any new accounting pronouncements that may be issued following the delivery of the statement pursuant to Section 3.8.1. Following the delivery of such Net Working Capital Statement, LMC shall provide Parent and any of Parent's Representatives (as defined below) with access during normal business hours to (and to examine and make copies of) all documents, records, work papers (including those of accountants), facilities and personnel of the Transferred Subsidiaries as is reasonably necessary for purposes of reviewing the Net Working Capital Statement.
