Adjustment at Closing Clause Samples
The "Adjustment at Closing" clause defines how the final purchase price or other financial terms are recalculated at the time of closing a transaction to reflect changes in certain variables, such as inventory levels, working capital, or outstanding debts. Typically, this clause outlines the specific items subject to adjustment, the method for calculating the adjustments, and the process for resolving any disputes that may arise. Its core practical function is to ensure that the final terms of the deal accurately reflect the actual financial position of the business at closing, thereby protecting both parties from unexpected changes between signing and closing.
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Adjustment at Closing. In accordance with Section 1.03, Sellers’ Representative shall deliver to Buyer the Estimated Closing Balance Sheet and a good faith calculation of the Estimated Net Working Capital based upon the Estimated Closing Balance Sheet, the Estimated Closing Date Indebtedness and the Estimated Transaction Expenses, together with reasonable supporting calculations and supporting documentation therefor. The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied using the Company Accounting Principles; provided, however, that in the event of a conflict between consistency with the Company Accounting Principles and compliance with GAAP, compliance with GAAP shall control; provided, further, that, for the avoidance of doubt, the Company Accounting Principles as applied to the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. Sellers’ Representative will consider in good faith any revisions to the calculations set forth in the Estimated Closing Balance Sheet proposed by Buyer and the Estimated Closing Balance Sheet shall be modified accordingly to reflect any revisions agreed upon by Buyer and Sellers’ Representative. At the Closing, as provided in Section 1.02, the Initial Purchase Price shall be determined in part by (i) reducing it by the amount, if any, by which the Base-Line Net Working Capital exceeds the Estimated Net Working Capital, or (ii) increasing it by the amount, if any, by which the Estimated Net Working Capital exceeds the Base-Line Net Working Capital. The reduction in and addition to the Initial Purchase Price referred to in the preceding sentence are hereafter collectively referred to as the “Closing Reduction” and “Closing Addition,” respectively.
Adjustment at Closing. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”), which statement shall set forth Seller’s good faith calculation and estimate of (i) Closing Cash, (ii) Net Working Capital Amount, (iii) Company Debt and (iv)) Unpaid Transaction Expenses (clauses (i) through (iv) inclusive, the “Purchase Price Elements”) and (v) the Purchase Price based thereon (the “Estimated Purchase Price”) together with supporting documentation for such estimates reasonably requested by Buyer, including, where applicable,
Adjustment at Closing. On the Closing Date, TransWestern shall acquire the Pre-Paid Direct Costs from Seller by offsetting the aggregate amount of the Pre-Paid Direct Costs against the aggregate amount of the Advance Payments included in the Purchased Assets. At least three (3) but no more than ten (10) business days prior to the Closing Date, Seller shall deliver to TransWestern a statement setting forth Seller's estimate as of the Closing of the aggregate Advance Payments included in the Purchased Assets and of the Pre-Paid Direct Costs. TransWestern shall have the opportunity to review such statement and raise questions or objections regarding the estimates set forth therein and Seller shall deliver to TransWestern all documentation requested by TransWestern or used by Seller in calculating such estimates. The Parties shall use their respective best efforts to agree on the aggregate amount of such Advance Payments to be included in the Purchased Assets (the "Estimated Advance Payments") and the amount of Pre-Paid Direct Costs ("Estimated Pre- Paid Direct Costs") as of the Closing Date, which agreement shall be reflected on the Pro Forma. If the aggregate amount of the Estimated Advance Payments exceeds the Estimated Pre-Paid Direct Costs, the Base Purchase Price shall be reduced dollar-for-dollar by the amount of such excess. If the Estimated Pre- Paid Direct Costs exceeds the aggregate amount of such Estimated Advance Payments, the Base Purchase Price shall be increased dollar-by-dollar by the amount of such difference.
Adjustment at Closing. Two Business Days prior to the Closing Date, the Company shall deliver or cause to be delivered to Newco a projected consolidated balance sheet (the "Estimated Closing Date Balance Sheet") of the Company and its Subsidiaries as of the Closing Date. The Estimated Closing Date Balance Sheet (i) shall set forth the Net Working Capital as of the Closing Date (the "Indicative Net Working Capital"), without giving effect to the Recapitalization and the transactions contemplated hereby, and (ii) be prepared in accordance with GAAP applied on a basis consistent with the principles, practices and methodologies used in the preparation of the consolidated balance sheet of the Company and its Subsidiaries for the year ended January 3, 1998. the event that the Indicative Net Working Capital is less than $7,000,000 ("Target Net Working Capital"), the Aggregate Funding Amount shall be decreased by the amount of such shortfall and the Aggregate Merger Consideration shall be adjusted accordingly.
Adjustment at Closing. Two Business Days prior to the Closing Date, the Company shall deliver or cause to be delivered to Newco a projected consolidated balance sheet (the "Estimated Closing Date Balance Sheet") of the Company and its Subsidiaries as of the Closing Date. The Estimated Closing Date Balance Sheet (i) shall set forth the Net Working Capital (the "Indicative Net Working Capital") and the amount of cash and cash equivalents (the "Indicative Cash"), in each case as of the Closing Date, without giving effect to the Recapitalization and the transactions contemplated hereby, and (ii) be prepared in accordance with GAAP applied on a basis consistent with the principles, practices and methodologies used in the preparation of the consolidated balance sheet of the Company and its Subsidiaries for the year ended January 3, 1998. In the event that the Indicative Net Working Capital is less than $7,000,000 ("Target Net Working Capital"), the Aggregate Funding Amount shall be decreased by the amount of such shortfall and the Aggregate Merger Consideration shall be adjusted accordingly.
Adjustment at Closing. On or before the second Business Day prior to the Closing Date, the Company shall deliver to Buyer an estimated balance sheet of the Company, which fairly estimates and presents the financial position of the Company as at the close of business on the Closing Date (the “Closing Balance Sheet”), as well as a calculation of the following based on the estimated Closing Balance Sheet: (i) the sum of cash and accounts receivable at the Closing (the “Estimated Current Assets”), (ii) the amount of accounts payable at the Closing (the “Estimated A/P”) and (iii) the amount of Backlog at the Closing (the “Estimated Backlog”), certified by the chief financial officer of the Company. The Company and Buyer shall use the Buyer’s calculation of Estimated Current Assets, Estimated A/P and Estimated Backlog for purposes of calculating the Aggregate Purchase Price pursuant to Section 1.2 and Schedule 1.2(a)(i), (ii) and (iii); provided, however, that the Closing Balance sheet shall not include, and the calculations of Current Assets and A/P for purposes of this Section 1.3(a) and Section 1.3(b) shall not include, any estimated taxes payable or refundable or deferred tax liabilities or assets for the pre-Closing Tax periods.
Adjustment at Closing. Exhibit D, which was provided by Sellers to Buyer at least three (3) Business Days before Closing, sets forth the calculation of the NWC Target, Estimated NWC, Estimated Closing Company Cash, Estimated Indebtedness and Estimated Transaction Expenses. The NWC Target, Estimated NWC, Estimated Closing Company Cash, Estimated Indebtedness and Estimated Transaction Expenses are calculated in accordance with GAAP as applied by the Companies in connection with preparation of their 2022 audited financial statements. Any adjustments to the Closing Cash Consideration will be allocated among the Companies pro rata, in accordance with the allocation of Closing Cash Consideration set forth in Section 2.2.
Adjustment at Closing. In accordance with Section 1.03, Seller shall deliver to Buyer the Estimated Closing Balance Sheet and a good faith calculation of the Estimated Net Working Capital based upon the Estimated Closing Balance Sheet, the Estimated Closing Date Indebtedness, the Estimated Transaction Expenses and the Estimated Cash and Cash Equivalents, together with reasonable supporting calculations and supporting documentation therefor. The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied using the Company Accounting Principles; provided, however, that in the event of a conflict between consistency with the Company Accounting Principles and compliance with GAAP, except for the Company Accounting Principles set forth in Schedule
Adjustment at Closing. Seller shall prepare with the participation and consultation of Buyer and deliver to Buyer not less than ten
Adjustment at Closing. Not later than three business days prior to the Closing, Seller shall deliver to Buyer a statement of the consolidated tangible net worth of the Company and its subsidiaries, adjusted by the accounting adjustments set forth in Section 1.4(a) of the disclosure schedule delivered by Seller to Buyer on or prior to the date hereof (the "Disclosure Schedule") (the "Company Business Net Worth") estimated as of the close of business on the Closing Date (the "Estimated Net Worth"), determined on a basis consistent with that used for the December 31, 1997 Statement of Company Business Net Worth (as hereinafter defined), accompanied by a certificate of the Chief Financial Officer of Seller to the effect that such estimate represents a good faith estimate of the Estimated Net Worth in accordance with this Agreement. At the Closing, (i) if the Estimated Net Worth exceeds the Company Business Net Worth as of December 31, 1997, the Purchase Price shall be increased by the amount of such excess and (ii) if the Estimated Net Worth is less than the Company Business Net Worth as of December 31, 1997, the Purchase Price shall be decreased by the amount of such deficit; provided that the amount to be paid by Buyer at the Closing shall not exceed $105,000,000.