Net Working Capital Adjustment. (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.
Net Working Capital Adjustment. (a) Within the earlier of (i) 120 days after the Closing Date or (ii) 45 days after the Parent provides Buyer with the financial statements required pursuant to Section 4.8(b) hereof, the Buyer will prepare and deliver to the Parent a written statement of the Current Assets, the Current Liabilities and the Net Working Capital Amount (the “Closing Statement”). The date on which the Closing Statement is delivered to the Parent is referred to herein as the “Delivery Date”. The Closing Statement shall reflect, as of immediately prior to the Closing, the Current Assets and the Current Liabilities, and, subject to the exclusions included in such definitions, will be prepared (i) in accordance with GAAP and (ii) utilizing the same Accounting Practices of the Business Subsidiary as were utilized in the preparation of the Most Recent Balance Sheet as they relate to the amounts to be included in the Closing Statement (but only to the extent such Accounting Practices are in accordance with GAAP) (it being understood that GAAP Accounting Practices will be utilized in the preparation of the Closing Statement to the extent the Accounting Practices of the Business Subsidiary utilized in the preparation of the Most Recent Balance Sheet are not in accordance with GAAP or there were no corresponding Accounting Practices of the Business Subsidiary utilized in the preparation of the Most Recent Balance Sheet); provided that, for the purpose of calculating the U.S. dollars equivalent of any asset or liability to be included in the Closing Statement which is denominated in a currency other than U.S. dollars, the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date shall be used. Anything contained herein to the contrary notwithstanding, the amounts set forth on the Closing Statement will not reflect any purchase accounting adjustments as a result of the Transaction. The Closing Statement will be prepared based solely on information available three days prior to the Delivery Date with regard to conditions that exist on the Closing Date.
Net Working Capital Adjustment. (i) For purposes of this Agreement, "
Net Working Capital Adjustment. (a) The parties acknowledge and agree that the aggregate amount of the Purchase Price has been established in part with reference to the net working capital of Sellers (calculated with reference only to Purchased Assets and Assumed Liabilities) in the amount of $1,967,000 (the “Base NWC”). At the Closing, Sellers shall deliver to Purchaser a certificate (the “Closing Certificate”) detailing the calculation of the estimated net working capital of Sellers as of July 31, 2006 (the “Estimated NWC”) which estimate shall be prepared by Sellers in accordance with GAAP applied consistently with the Seller Financial Statements (calculated with reference only to Purchased Assets and Assumed Liabilities). As promptly as practicable, but in any event within ninety (90) days after the Closing Date, Purchaser shall deliver to Sellers a statement of the net working capital of Sellers as of the Closing Date (the “Closing Date Statement”), which shall be prepared by Purchaser in accordance with GAAP (calculated with reference only to Purchased Assets and Assumed Liabilities). The Closing Date Statement shall be conclusive and binding upon the parties hereto, unless Sellers object in writing to any item or items shown on the Closing Date Statement within twenty (20) days after delivery to Sellers of the Closing Date Statement (the “Objection Period”). During the Objection Period, Sellers shall have reasonable access during normal business hours to all work papers of Purchaser’s accountant that were used in the preparation of the Closing Date Statement. If Purchaser and Sellers shall be unable to resolve any dispute with respect to the Closing Date Statement within twenty (20) days after delivery of Sellers’ written objections, the matter or matters in dispute shall be submitted (at the equal expense of Purchaser and Sellers) to such firm of independent certified public accountants as Purchaser and Sellers may mutually agree. The decision of such firm of independent certified public accountants shall be conclusive and binding upon Purchaser and Sellers. The net working capital of Sellers as of the Closing Date conclusively determined as aforesaid is sometimes referred to herein as the “Closing NWC”.
Net Working Capital Adjustment. If the Net Working Capital Amount as finally determined pursuant to Section 1.04(a) above is greater than the Estimated Net Working Capital Amount, Buyer shall pay such excess to Seller in accordance with Section 1.04(c). If the Net Working Capital Amount as finally determined pursuant to Section 1.04(a) above is less than the Estimated Net Working Capital Amount, Seller shall pay or cause to be paid such shortfall to Buyer in accordance with Section 1.04(c).
Net Working Capital Adjustment. (a) At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate of an executive officer of Seller (the “Estimated Net Working Capital Statement”) that sets forth Seller’s good faith estimate of each of (x) the Norway Net Working Capital and (y) the Sweden Net Working Capital, in each case, as of the Closing, together with a calculation of the sum of the estimated Norway Net Working Capital and estimated Sweden Net Working Capital (such sum, the “Estimated Closing Net Working Capital”). At the Closing:
Net Working Capital Adjustment. (i) As promptly as practicable, but in no event later than 30 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a balance sheet of the Company as of the open of business on the Closing Date prepared in accordance with GAAP with no Change in Accounting Principles from those utilized in preparing the Financial Statements (the "Closing Balance Sheet"), together with a schedule setting forth in reasonable detail the Purchaser's good faith calculation of the Net Working Capital at Closing.
Net Working Capital Adjustment. The Purchase Price shall be adjusted as follows: (i) in the event that the Net Working Capital as of the Closing Date exceeds the Net Working Capital Target by more than $10,000, then the Purchase Price shall be adjusted upward by an amount equal to one-half (1/2) of the difference between the excess amount and $10,000, in which case Buyer shall promptly, but in any event within five (5) business days following the determination in accordance with Section 2.3(b) hereof, increase the principal balance of the Note by one-half (1/2) of the difference between the excess amount and $10,000; or (ii) in the event that the Net Working Capital as of the Closing Date is less than the Net Working Capital Target by more than $10,000, then the Purchase Price shall be adjusted downward in an amount equal to one-half (1/2) of the difference between the deficiency amount and $10,000, in which case Buyer shall offset such difference between the deficiency amount and $10,000 against the principal balance of the Note.
Net Working Capital Adjustment. (a) Definition of “
Net Working Capital Adjustment. The parties acknowledge that the Escrow Fund may be used as a source of payment for that amount owing by the Company to Buyer, if any, represented by the positive difference between the Estimated Purchase Price and the Purchase Price (the "Purchase Price Adjustment"), pursuant to Sections 1.3 and 1.4 of the Asset Purchase Agreement, to the extent that the Purchase Price Adjustment exceeds the Net Working Capital Holdback. Upon final determination of the Purchase Price Adjustment in accordance with Sections 1.3 and 1.4 of the Asset Purchase Agreement together with interest thereon as provided in Section 1.4(b) of the Asset Purchase Agreement, the Company shall have the right to instruct Escrow Agent in writing (with a copy of such instruction to be provided concurrently to Buyer) to pay to Buyer from the Escrow Fund an amount equal to the excess of (i) the Purchase Price Adjustment together with interest thereon over (ii) the Net Working Capital Holdback, as provided in Section 1.4(b)(i) of the Asset Purchase Agreement, and Escrow Agent shall comply with such instruction.
