Closing Net Working Capital Sample Clauses
The Closing Net Working Capital clause defines how the net working capital of a business is calculated and finalized at the time a transaction closes. Typically, this involves determining the difference between current assets and current liabilities as of the closing date, often compared to a target or estimated amount agreed upon in the purchase agreement. Adjustments may be made post-closing if the actual net working capital differs from the target, resulting in payments from the buyer to the seller or vice versa. This clause ensures that both parties are treated fairly regarding the company's short-term financial position at closing and helps prevent disputes over working capital levels after the transaction is completed.
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Closing Net Working Capital. (a) As soon as reasonably practicable following the Closing Date, and in any event within forty-five (45) days thereafter, Buyer shall prepare and deliver to Seller its determination of the Closing Net Working Capital, together with reasonably detailed supporting documentation, including Buyer’s calculation of the Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein (the “Buyer Closing Statements”).
(b) Within forty-five (45) days after receipt by Seller of the Buyer Closing Statement, Seller shall notify Buyer as to whether Seller agrees or disagrees with any components of the Buyer Closing Statements and, if Seller disagrees, such notice shall set forth in reasonable detail the particulars of such disagreement, including calculation by Seller of the Working Capital Adjustment (“Notice of Disagreement”). If Seller provides the notice pursuant to which it agrees with each of the components of the Buyer Closing Statements or does not provide a Notice of Disagreement within such forty-five (45) day period, then Seller shall be deemed to have accepted the calculations and the amounts set forth in the Buyer Closing Statement delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If any such Notice of Disagreement is timely provided, then Seller and Buyer shall use commercially reasonable efforts for a period of thirty (30) days thereafter to resolve any disagreements with respect to the calculations or amounts identified in the Notice of Disagreement. Any item or amount to which no dispute is raised in the Notice of Disagreement will be final, conclusive and binding on the Parties. In connection with the review by Seller of the Buyer Closing Statements, Buyer shall provide to Seller and its Representatives reasonable access to the records, employees and accountants of Buyer and its Subsidiaries, including the Purchased Subsidiaries, and shall cause the employees of Buyer and its Subsidiaries, including the Purchased Subsidiaries, to cooperate in all reasonable respects with Seller and its Representatives in connection with its review of such work papers and other documents and information relating to the calculation of the Working Capital Adjustment as Seller may reasonably request and that are available to Buyer and its Subsidiaries, including the Purchased Subsidiaries, or their accountants.
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Closing Net Working Capital. As promptly as practicable, but in any case no later than forty-five (45) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Sellers a closing statement (the “Closing Statement”) setting forth Purchaser’s calculation, calculated in accordance with the Accounting Principles, of (i) the Cash and Cash Equivalents (the “Closing Cash”), (ii) the amount of Indebtedness of the Companies and their Subsidiaries outstanding (“Closing Indebtedness”), (iii) the Other Adjustments (“Closing Other Adjustments”) and (iv) Net Working Capital (the “Closing Net Working Capital”), in each case as of the Closing Time.
Closing Net Working Capital. As promptly as practicable, but in any case no later than seventy-five (75) days after the Closing Date, Purchasers shall cause to be prepared and delivered to Sellers a closing statement (the "Closing Statement") setting forth Purchasers' calculation, calculated in accordance with Exhibit A hereto, of (i) the aggregate Cash and Cash Equivalents as of immediately prior to the Closing (the "Closing Cash"), (ii) the amount of aggregate Indebtedness of the Target Companies and their respective Subsidiaries outstanding as of immediately prior to the Closing ("Closing Indebtedness"), (iii) as of immediately prior to the Closing, the Other Adjustments ("Closing Other Adjustments") and (iv) as of immediately prior to the Closing, Net Working Capital (the "Closing Net Working Capital").
Closing Net Working Capital. (a) No less than three Business Days prior to the Closing, Lear shall deliver to IAC a written statement setting forth in detail ▇▇▇▇'▇ good faith estimate of the Closing Net Working Capital (the "Estimated Net Working Capital"), which estimate shall be subject to the reasonable approval of IAC.
(b) If the Estimated Net Working Capital is less than $18,000,000 (the "Lower Collar"), Lear shall cause the applicable Seller(s) to pay to the applicable Buyer(s) at Closing a sum equal to the amount by which the Estimated Net Working Capital is less than the Lower Collar. If the Estimated Net Working Capital is greater than $20,000,000 (the "Upper Collar"), IAC shall cause the applicable Buyer(s) to pay to the applicable Seller(s) at Closing a sum equal to the amount by which the Estimated Net Working Capital is greater than the Upper Collar.
(c) Lear shall deliver to IAC, no later than 60 days after the Closing Date, ▇▇▇▇'▇ calculation of the Closing Net Working Capital (the "Lear Calculation"),
(d) ▇▇▇▇'▇ calculation of the Estimated Net Working Capital and the Closing Net Working Capital shall be (A) prepared in good faith and based upon reasonable assumptions, and (B) consistent with the accounting practices set forth in Schedule 4.3, which were used in the preparation of the Financial Statements.
(e) If IAC disagrees with the Lear Calculation, IAC shall provide written notice (a "Dispute Notice") to Lear of its objection(s) to such calculation. If IAC does not provide a Dispute Notice within 30 days after ▇▇▇▇'▇ delivery of the Lear Calculation, the Closing Net Working Capital set forth therein shall be deemed the finally determined Closing Net Working Capital. If IAC delivers a Dispute Notice, Lear and IAC will use good faith efforts during the 30-day period after the delivery of such Dispute Notice (the "WC Resolution Period") to seek to resolve the differences set forth therein. If Lear and IAC cannot reach written agreement during the WC Resolution Period, their disagreements, limited to those issues still in dispute, will be submitted by the parties for determination by the Accounting Firm.
(f) During the period beginning on the date hereof and ending upon the final determination of the Closing Net Working Capital (including the WC Resolution Period, if necessary), the parties will provide to each other such reasonable access to financial and other information of the Business and the Sale Companies as it may request in good faith to assess the Estimated...
Closing Net Working Capital. As promptly as possible and in any event within thirty (30) days after the Closing Date, Purchaser shall in good faith and in consultation with Seller prepare and deliver to Seller a good faith calculation of the Net Working Capital of Seller as of the Closing Date (the “Closing Net Working Capital”). Seller will have reasonable access to all work papers and books and records of the Business used by Purchaser in its calculation of the Closing Net Working Capital.
Closing Net Working Capital. Parent shall agree in writing to the calculation of the Closing Net Working Capital.
Closing Net Working Capital. Within 60 days after the Closing ---------------------------- Date, Buyer shall prepare and deliver to Seller a statement (the "Statement") --------- setting forth Net Working Capital as of the close of business on the business day preceding the Closing Date ("Closing Net Working Capital") certified by an --------------------------- officer of Buyer to the effect that the Statement has been prepared in accordance with the requirements of this Section 2(b). Closing Net Working Capital is to be calculated at fair value in accordance with generally accepted accounting principles. Inventories of the Business are to be valued at prevailing market prices as of the close of business on the business day preceding the Closing Date. Open purchase and sale contracts, including swaps, options and futures, are to be marked to market at prevailing market prices as of the close of business on the business day preceding the Closing Date.
Closing Net Working Capital. 1 Code ....................................................... 7
Closing Net Working Capital. If the Target Net Working Capital exceeds the Closing Net Working Capital, the Aggregate Purchase Price shall be reduced, dollar-for-dollar, by the amount by which the Target Net Working Capital exceeds the Closing Net Working Capital (after taking into effect any payments in respect of Estimated Closing Net Working Capital pursuant to Section 1.5(c)(ii) above), and such amount shall be payable to Buyer, dollar-for-dollar, out of the Escrow Funds (or such amount shall be set off against amounts payable under the Buyer Note pursuant to Section 1.5(a)(v) if the Buyer Note remains outstanding at such time). If the Target Net Working Capital is less than the Closing Net Working Capital, the Cash Consideration portion of the Aggregate Purchase Price shall be increased, dollar-for-dollar, by the amount by which the Closing Net Working Capital exceeds the Target Net Working Capital (after taking into effect any payments in respect of Estimated Closing Net Working Capital pursuant to Section 1.5(c)(ii) above), and such amount shall be paid by Buyer, dollar-for-dollar, to the Sellers. The adjustments referred to in Section 1.5(c) above and this Section 1.5(h) are referred to as the “Net Working Capital Adjustments.”
Closing Net Working Capital. The “Closing Net Working Capital” will be determined based on the pro forma balance sheet (the “Pro Forma Balance Sheet”) of the Company as provided by Section 2.02(c) and prepared in accordance with GAAP, using the format attached as Attachment I, as follows:
(i) The amount of the following current assets: cash and cash equivalents, fees and commissions receivable, and prepaid and other assets; minus