Closing Adjustment Clause Samples
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Closing Adjustment. At least three (3) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.
Closing Adjustment. (i) At the Closing, the cash amount of the Purchase Price shall be adjusted in the following manner:
(A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital;
(B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn
(C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.”
(ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereof.
Closing Adjustment. (i) At Closing, the Company shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end.
Closing Adjustment. (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.
Closing Adjustment. Escrow Agent shall prepare a Closing statement on the basis set out above, and shall endeavor to deliver such computation to Purchaser and Seller at least two (2) business days prior to Closing.
Closing Adjustment. (i) At the Closing, the Cash Payment shall be adjusted in the following manner:
(A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital;
(B) a decrease by an amount equal to the outstanding Indebtedness of the Company as of the open of business on the Closing Date;
(C) a decrease by an amount equal to the Escrow Fund Cash Portion; The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Payment.”
(ii) At least three Business Days before the Closing, Sellers’ Representative shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Sellers’ Representative that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the historical financial statements of the Company and consistent with the sample balance sheet calculation attached hereto as Exhibit B.
Closing Adjustment. At the Closing, and subject to Section 7.16(d), the AGCO Payment shall be adjusted in the following manner:
(i) with respect to the Company Target Working Capital:
(A) increase by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Working Capital is greater than the Company Target Working Capital; and
(B) decrease by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Working Capital is less than the Company Target Working Capital;
(ii) with respect to the Company Closing Cash and Company Closing Indebtedness:
(A) increase by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Cash is greater than the Estimated Company Closing Indebtedness; and
(B) decrease by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Indebtedness is greater than the Estimated Company Closing Cash;
(iii) with respect to Company Closing Transaction Expenses:
(A) decrease by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Transaction Expenses are greater than the Company Closing Transaction Expenses; and
(B) increase by eighty-five percent (85%) multiplied by the amount, if any, by which the Estimated Company Closing Transaction Expenses are less than the Company Closing Transaction Expenses;
(iv) with respect to the JCA Target Working Capital:
(A) decrease by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Working Capital is greater than the JCA Target Working Capital; and
(B) increase by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Working Capital is less than the JCA Target Working Capital;
(v) with respect to the JCA Closing Cash and JCA Closing Indebtedness:
(A) decrease by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Cash is greater than the Estimated JCA Closing Indebtedness; and
(B) increase by fifteen percent (15%) multiplied by the amount of, if any, by which the Estimated JCA Closing Indebtedness is greater than the Estimated JCA Closing Cash;
(vi) with respect to the JCA Closing Transaction Expenses:
(A) decrease by fifteen percent (15%) multiplied by the amount, if any, by which the Estimated JCA Closing Transaction Expenses are greater than the Estimated JCA Closing Transaction Expenses; and
(B) incr...
Closing Adjustment. (i) Peanuts Seller shall prepare and deliver to Purchaser, at least five (5) Business Days prior to the Closing Date, a written notice setting forth Peanuts Seller’s good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), which notice shall contain an estimated balance sheet of the Peanuts Business as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Estimated Working Capital. The calculation of the Estimated Working Capital shall be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies, procedures, classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end and calculated in the manner set forth in the template attached hereto as Exhibit J.
(ii) The Base Purchase Price shall be adjusted at Closing by an amount equal to (A) the sum of the Estimated Working Capital plus the Estimated Working Capital determined under the Strawberry Shortcake Transaction Agreement minus (B) the Target Working Capital (the “Closing Adjustment”). If the Closing Adjustment is a positive number, the Purchase Price shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Purchase Price shall be reduced by the amount by which the Target Working Capital exceeds the Estimated Working Capital.
Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: If the Impact Value is less than the Agreed Value, then the number of DSS Preferred Shares to be delivered to the Seller at Closing shall be adjusted downwards in accordance with the formula below. Number of DSS Preferred Shares to be delivered to the Seller at Closing = ($46,868,000 – (Agreed Value – Impact Value))/0.216). The number of DSS Common Shares to be delivered to the Seller at Closing will not change.
Closing Adjustment. If Buyer gives notice of objection, then the issues in dispute will be submitted for resolution to a "Big Five" Accounting firm mutually acceptable to Buyer and Seller ("Accounting Firm"). If the issues in dispute are submitted to the Accounting Firm for resolution, each party will furnish to the Accounting Firm such workpapers and other documents and information relating to the disputed issues as the Accounting Firm may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accounting Firm any material relating to the determination and to discuss the determination with the Accounting Firm. The Accounting Firm shall make the final determination of the Final Balance Sheet (the "Adjusted Final Balance Sheet") and such determination will be binding and conclusive on the parties, and Seller and Buyer will each bear fifty percent (50%) of the fees of the Accounting Firm for such determination.